Common use of Representations and Warranties of Shareholder Clause in Contracts

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: 4.1. As of the date hereof (a) Shareholder is the record or beneficial owner of the Shares; (b) the Shares set forth on the signature page hereto constitute Shareholder’s entire interest in the outstanding capital stock and voting securities of the Company; (c) the Shares are, and the Shares along with any New Shares will be, at all times up until the Expiration Date, free and clear of any liens, claims, options, charges, security interests, proxies (other than the proxy contemplated in Section 3 hereof), voting trusts, agreements, rights, understandings or arrangements with third parties regarding the exercise of any rights of a shareholder in respect of the Subject Shares or other encumbrances; (d) Shareholder has voting power and the requisite power of disposition with respect to all of the Shares outstanding on the date hereof, and will have voting power and power of disposition with respect to all of the Subject Shares acquired by such Shareholder after the date hereof; and (e) Shareholder’s principal residence or place of business is accurately set forth on the signature page hereto. 4.2. Shareholder has full power and legal capacity and authority to execute and deliver this Agreement and to fulfill comply with and perform its Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder does not, and the performance of Shareholder’s obligations hereunder will not, the consummation by Shareholder result in any breach of the transactions contemplated hereby or compliance by Shareholder constitute a default (or an event that with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or bothboth would become a default) a default (under, or gives rise give to others any third party right of terminationto terminate, cancellationamend, material modification accelerate or acceleration) under cancel any of right or obligation under, or result in the terms, conditions or provisions creation of any organizational document lien or Contract encumbrance on any Subject Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties the Subject Shares are or assets (including the Owned Securities) may will be bound, (iii) violates any Order bound or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)affected.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Leap as follows: (a) a. Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its Shareholder’s obligations hereunder. This ; b. this Agreement has been duly and validly executed and delivered by or on behalf of Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Leap, constitutes a valid and binding agreement with respect to Shareholder, enforceable by Parent against Shareholder 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; (b) c. except as set forth on Schedule 1, Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting power with respect to such Shares (and will have sole, and otherwise unrestricted, voting power with respect to any New Shares when acquired and thereafter), and none of the Owned Securities andShares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares (and none of the New Shares, when acquired or thereafter, will be subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the New Shares), except as provided in contemplated by this Agreement; d. to the knowledge of Shareholder, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation performance by Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (ior an event that with notice or lapse of time or both would become a material default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other Permit obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any law, statute, rule or regulation to which Shareholder is subject and, in the event that Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of Shareholder; and e. to the knowledge of Shareholder, the execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other Person regulatory authority by ShareholderShareholder except for applicable requirements, (ii) results in a violation if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by Shareholder of time his, her or both) a default (or gives rise to its obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Each Shareholder (in solely such Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby severally and not jointly represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, such Shareholder (i) is the record and beneficial owner of the shares of Company Common Stock, Company Options and/or Company Stock-Based Awards, as applicable, (together with any shares of Company Common Stock, Company Options and/or Company Stock-Based Awards, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options, the “Shareholder Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Common Stock, Company Options and/or Company Stock-Based Awards or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). (b) Such Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by such Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which such Shareholder is a party or by which such Shareholder or any of Shareholder’s properties assets are bound, except for such violations, defaults or assets conflicts as would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement. Assuming compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by such Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to such Shareholder, (ii) require any consent, approval, or notice under any legal requirements applicable to such Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order provision of such Shareholder’s organizational documents, except in each such case as would not prevent or Law applicable materially delay such Shareholder’s performance of its obligations under this Agreement. (e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by such Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by such Shareholder or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens and encumbrances, except for any of such liens or encumbrances arising hereunder, any applicable restrictions on transfer under the Securities Act and any liens or encumbrances that would not impair such Shareholder’s properties ability to perform his/her/its obligations hereunder (collectively, “Permitted Encumbrances”). (f) Subject only to community property laws, such Shareholder has full voting power, with respect to his/her/its shares of Company Common Stock and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its shares of Company Common Stock held in the name of such Shareholder. The Shareholder Securities of such Stockholder are not subject to any proxy, voting trust or assets other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities. (including g) As of the Owned Securities)time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or (iv) results in an Encumbrance upon equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by such Shareholder of its obligations under this Agreement or otherwise adversely impact such Shareholder’s properties ability to perform its obligations hereunder. (h) Such Shareholder has received and reviewed a copy of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Shareholder (including it being understood that arrangements of the Owned Securities Company or Beneficially Owned Securitiesits other Affiliates shall not be deemed to be an arrangement of such Shareholder).

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Qumu as follows: (a) If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers of such Shareholder and have been duly authorized by all necessary action. If such Shareholder is an individual, he or she has the requisite capacity full legal capacity, right and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This Agreement Such Shareholder has been duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Shareholder and Qumu, this Agreement constitutes a such Shareholder’s legal, valid and binding agreement of Shareholder obligation, enforceable by Parent against Shareholder it in accordance with its termsterms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. If such Shareholder is married and any of the Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by Qumu, constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. (b) The Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3(a) promulgated under the Exchange Act) and owned of record by such Shareholder. Such Shareholder is the record has and Beneficial Ownerwill have good and valid title to such Shares and New Shares, free and clear of any Liens (encumbrances other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power pursuant to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securitiesapplicable community property laws. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as As of the date hereof, and other than such Shareholder’s Shares constitute all of the shares of Synacor Common Stock beneficially owned or owned of record by such Shareholder. Except as may be reflected on Exhibit Aprovided for herein, such Shareholder does not have any has sole voting power (including the right to acquire control such vote as contemplated herein), sole power of disposition (whether currentlyexcept with respect to Shares underlying restricted stock awards issued to directors of Synacor), upon lapse of timesole power to issue instructions with respect to the matters set forth in herein, following the satisfaction of any conditions, upon the occurrence of any event or any combination and sole power to agree to all of the foregoing)matters set forth in this Agreement, any Securities or any Convertible Securitiesin each case with respect to all of such Shareholder’s Shares and New Shares. (c) Other The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement will not, (i) if such Shareholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of such Shareholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to such Shareholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of such Shareholder pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder and/or any of its assets or properties is bound, except for any of the foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filing by Shareholder filings of any reports with the SEC required by Section 13(dSEC. (e) or 16(a) As of the Exchange Actdate hereof, none there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (f) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Qumu or Synacor in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder (other than as an officer or director of Synacor). (g) Such Shareholder understands and acknowledges that Qumu is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholdersuch Shareholder and the representations, warranties and covenants of such Shareholder contained herein. Such Shareholder understands and acknowledges that the consummation by Shareholder Merger Agreement governs the terms of the Merger and the other transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)thereby.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, M-CO as follows: (a) a. Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its Shareholder’s obligations hereunder. This ; b. this Agreement has been duly and validly executed and delivered by or on behalf of Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder M-CO, constitutes a valid and binding agreement with respect to Shareholder, enforceable by Parent against Shareholder 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; (b) c. except as set forth on Schedule 1, Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting power with respect to such Shares (and will have sole, and otherwise unrestricted, voting power with respect to any New Shares when acquired and thereafter), and none of the Owned Securities andShares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares (and none of the New Shares, when acquired or thereafter, will be subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the New Shares), except as provided in contemplated by this Agreement; d. to the knowledge of Shareholder, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation performance by Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (ior an event that with notice or lapse of time or both would become a material default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other Permit obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any law, statute, rule or regulation to which Shareholder is subject and, in the event that Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of Shareholder; and e. to the knowledge of Shareholder, the execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other Person regulatory authority by ShareholderShareholder except for applicable requirements, (ii) results in a violation if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by Shareholder of time his, her or both) a default (or gives rise to its obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder represents hereby --------------------------------------------- represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder is a corporation duly organized and validly existing under the laws of the Netherlands Antilles. Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. The execution and delivery by Shareholder of this Agreement and the performance by Shareholder of its obligations hereunder have been duly and validly authorized by all requisite corporate action on the part of Shareholder, and no other proceedings or actions on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the sole record holder and Beneficial OwnerOwner of 16,368,000 shares of Company Common Stock, and has good and marketable title to all of such shares, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andall liens, except as provided in this Agreementclaims, has full options, proxies, voting agreements, security interests, charges and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securitiesencumbrances. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A Shares constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereofShareholder, and other than as may be reflected on Exhibit A, except for the Owned Shares Shareholder does not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Company Common Stock or any securities convertible into Company Common Stock. Except as provided in Section 2(b) hereof and in this Section 8(c), any Securities Shareholder has sole power to vote and to dispose of the Owned Shares, and sole power to issue instructions with respect to the Owned Shares to the extent appropriate in respect of the matters set forth in this Agreement, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case which respect to all of the Owned Shares, with no limitations, qualifications or any Convertible Securitiesrestrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (cd) Other than Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of the filing by Shareholder ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of any reports with 1976, as amended (the SEC required by Section 13(d) or 16(a) of "HSR ACT"), and the Exchange Act, (i) no filing will, and no permit, authorization, consent or approval of, any state or federal governmental body or authority is necessary for the execution of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires conflict with or result in any consent breach of the certificate or incorporation or by-laws or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by organizational documents of Shareholder, (iiB) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s its properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiC) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets assets. (including e) Shareholder understands and acknowledges that Parent is entering into the Owned Securities)Acquisition Agreement, and is incurring the obligations set forth therein, in reliance upon Shareholder's execution and delivery of this Agreement. (f) Shareholder agrees with and covenants to Parent that Shareholder shall not request that the Company or Parent, as the case may be, register the Transfer (ivbook-entry or otherwise) results in an Encumbrance upon of any certificated or uncertificated interest representing any of Shareholder’s properties the securities of the Company or assets (including of Parent, as the Owned Securities or Beneficially Owned Securities)case may be, unless such Transfer is made in compliance with this Agreement.

Representations and Warranties of Shareholder. Shareholder (in Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, Shareholder (i) is the record and beneficial owner of the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, (together with any Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options and/or Company Warrants, the “Shareholder Securities”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock, Restricted Stock Units or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound (including, for the avoidance of doubt, any of the Preferred Stock Investment Agreements), except for such violations, defaults or conflicts as would not prevent or materially delay Shareholder’s properties performance of its obligations under this Agreement. Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or assets approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to Shareholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order or Law applicable provision of such Shareholder’s organizational documents. (e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by Shareholder or any by a nominee or custodian for the benefit of Shareholder’s properties , free and clear of all Encumbrances, except for (i) any such Encumbrances arising hereunder, (ii) any such Encumbrances arising under the Articles of Incorporation, that certain XRS Corporation Voting Agreement, dated as of December 4, 2009, or assets that certain XRS Corporation Investor Rights Agreement, dated as of December 4, 2009, (including the Owned Securities“Preferred Stock Investment Agreements”), none of which limit Shareholder’s ability, power and authority to enter into, and perform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) Shareholder has full voting power, with respect to his/her/its Common Shares and/or Preferred Shares, as applicable, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its Common Shares and/or Preferred Shares, as applicable, held in the name of such Shareholder. The Shareholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements. (ivg) results in an Encumbrance upon any As of the time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by Shareholder of its obligations under this Agreement or otherwise adversely impact Shareholder’s properties ability to perform its obligations hereunder. (h) Shareholder has received and reviewed a copy of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of Shareholder.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder (i) is the record and beneficial owner of the shares of Company Common Stock (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Common Stock or any performance based stock units, restricted stock, deferred stock units, options (including any granted pursuant to a Company Stock Plan), or warrants to acquire shares of Company Common Stock or other right or security convertible into or exercisable or exchangeable for shares of Company Common Stock. (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, constitutes the valid and binding obligation of Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets are bound. The consummation by Shareholder of the transactions contemplated hereby will not (including the Owned Securitiesi) may be bound, (iii) violates violate any provision of any Order or Law applicable to Shareholder or (ii) to the knowledge of the Shareholder after reasonable investigation, require any consent, approval, or notice under any statute, law, rule or regulation applicable to Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. (e) The Shares and the certificates, if any, representing the Shares owned by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, by a nominee or custodian for the benefit of Shareholder or by the depository under the Offer, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such Encumbrances arising hereunder, (ii) any rights, agreements, understandings or arrangements which represent solely a financial interest in cash received upon sale of the Shares and (iii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). (f) The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s properties execution and delivery of this Agreement. (g) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities), transactions contemplated hereby based upon arrangements made by or (iv) results in an Encumbrance upon any on behalf of the Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent MergerCo as of the date of this Agreement, as of the date of any Shareholder Company Shareholders Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by ParentMergerCo, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform his or its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent MergerCo against Shareholder in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities Shares and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities Shares without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned SecuritiesShares. The Owned Securities and Beneficially Owned Securities Shares set forth below Shareholder’s name on Exhibit A the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities Shares or any Convertible Securitiessecurities convertible into Shares (excluding Class B Common Stock convertible into Common Stock, Stock Options, Restricted Stock, Company RSUs, Performance Shares, and Company PUs). (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned SecuritiesShares) may be bound, , (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), Shares) or (iv) results in an Encumbrance a Lien upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned SecuritiesShares).

Representations and Warranties of Shareholder. The Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) the Shareholder has the requisite capacity complete and authority unrestricted power and the unqualified right to execute and enter into, execute, deliver this Agreement and to fulfill and perform its obligations hereunder. This under this Agreement, and no consent, approval, authorization or filing on the part of the Shareholder is required in connection therewith; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Buyer, is a valid and legally binding agreement of the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms.terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles); (bc) the Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated on Schedule 1 (the “Original Shares”), free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement“Liens”); (d) of the Owned Securities and, except as provided in pursuant to this Agreement, the Shareholder has full sole, and unrestricted otherwise unrestricted, voting and investment power with respect to dispose the Original Shares, and there are no options, warrants or other rights, agreements, arrangements or commitments of and vote all any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Owned Securities without the consent Original Shares and there are no voting trusts or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement agreements with respect to, to the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of Original Shares; (e) the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have beneficially own any right Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire (whether currently, upon lapse any additional shares of time, following the satisfaction of any conditions, upon the occurrence of any event Seller Shares or any combination security exercisable for or convertible into shares of the foregoing), any Securities or any Convertible Securities.Seller Shares indicated on Schedule 1; (cf) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the performance by the Shareholder of his, her or its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit ofconflict with, or filing with constitute a breach of or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes default (with or without notice or lapse of time or both) a default (under, any agreement, instrument, contract or gives rise to other obligation or any third party right of terminationorder, cancellationarbitration award, material modification judgment or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract decree to which the Shareholder is a party or by which the Shareholder is bound, or any statute, rule or regulation to which the Shareholder or any of the Shareholder’s properties property or assets (including is subject or, in the Owned Securities) may be bound, (iii) violates event that the Shareholder is a corporation, partnership, trust or other entity, any Order bylaw or Law applicable to Shareholder or any other organizational document of the Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock (together with any shares of Company Common Stock that Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Common Stock or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to a Company Stock Plan), or warrants to acquire shares of Company Common Stock or other right or security convertible into or exercisable or exchangeable for shares of Company Common Stock. (b) Shareholder is a partnership duly organized, validly existing and in good standing under the laws of the State of Delaware, and Shareholder has all requisite capacity power and authority to execute and deliver this Agreement and to fulfill consummate the transactions contemplated hereby, and perform its obligations hereunder. has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, constitutes the valid and binding obligation of Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets are bound. The consummation by Shareholder of the transactions contemplated hereby will not (including the Owned Securitiesi) may be bound, (iii) violates violate any provision of any Order or Law applicable to Shareholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. (e) The Shares and the certificates, if any, representing the Shares owned by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, by a nominee or custodian for the benefit of Shareholder or by the Paying Agent for the Offer, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrance or restriction whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such Encumbrances arising hereunder (in connection therewith any restrictions on transfer or any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares and (iii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). (f) Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder’s properties execution and delivery of this Agreement. (g) No broker, investment bank, financial advisor or assets other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Shareholder (including except for fees payable by the Owned Securities), or (iv) results in an Encumbrance upon any Company to Bank of Shareholder’s properties or assets (including America as advisor to the Owned Securities or Beneficially Owned SecuritiesCompany).

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) As of the date hereof, Shareholder has is the requisite capacity and authority to execute and deliver beneficial or record owner of the Shares indicated on the signature page of this Agreement free and to fulfill clear of any and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered all Liens (other than such Liens created by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its termsthis Agreement). (b) Shareholder is As of the record date hereof and Beneficial Ownerfor so long as this Agreement remains in effect (including as of the date of the Company Shareholders Meeting, free and clear which, for purposes of any Liens (other than those arising under this Agreement) of the Owned Securities and, includes any adjournment or postponement thereof), except as otherwise provided in this Agreement, Shareholder has full power and unrestricted power authority to dispose (i) make, enter into and carry out the terms of this Agreement and to grant the irrevocable proxy as set forth in Section 4(a); and (ii) vote all of the Owned Securities Shares in the manner set forth in Section 3(a) without the consent or approval of, or any other action on the part of of, any other PersonPerson (including any Governmental Entity), and except for any such consent, approval or action that, individually or in the aggregate, would not prevent Shareholder from performing Shareholder’s obligations under this Agreement. Without limiting the generality of the foregoing, Shareholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Shares, granted any Person any proxy inconsistent (revocable or irrevocable) (other than pursuant to this Agreement) or power of attorney with this Agreement that is still effective respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any voting arrangement or similar agreement with respect toany Person limiting or affecting Shareholder’s legal power, the Owned Securities authority or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following vote the satisfaction of Shares on any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesmatter. (c) Other than the filing This Agreement has been duly executed and delivered by Shareholder of any reports with and, assuming the SEC required by Section 13(d) or 16(a) of the Exchange Actdue authorization, none of the execution and delivery by Parent, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (d) The execution, delivery and performance of this Agreement by ShareholderShareholder do not and will not require any consent, the consummation by Shareholder of the transactions contemplated hereby approval, authorization or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit permit of, or action by, filing with or notification to, any Governmental Entity Entity, except for any such consent, approval, authorization, permit, action, filing or any other Person by Shareholdernotification the failure of which to make or obtain, (ii) results individually or in a violation or breach ofthe aggregate, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which has not and would not prevent Shareholder is a party or by which Shareholder or any of from performing Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)obligations under this Agreement.

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Synacor as follows: (a) If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers of such Shareholder and have been duly authorized by all necessary action. If such Shareholder is an individual, he or she has the requisite capacity full legal capacity, right and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This Agreement Such Shareholder has been duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Shareholder and Synacor, this Agreement constitutes a such Shareholder’s legal, valid and binding agreement of Shareholder obligation, enforceable by Parent against Shareholder it in accordance with its termsterms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. If such Shareholder is married and any of the Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by Synacor, constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. (b) The Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3(a) promulgated under the Exchange Act) and owned of record by such Shareholder. Such Shareholder is the record has and Beneficial Ownerwill have good and valid title to such Shares and New Shares, free and clear of any Liens (encumbrances other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power pursuant to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securitiesapplicable community property laws. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as As of the date hereof, and other than such Shareholder’s Shares constitute all of the shares of Qumu Common Stock beneficially owned or owned of record by such Shareholder. Except as may be reflected on Exhibit Aprovided for herein, such Shareholder does not have any has sole voting power (including the right to acquire control such vote as contemplated herein), sole power of disposition (whether currentlyexcept with respect to Shares underlying restricted stock awards issued to directors of Qumu), upon lapse of timesole power to issue instructions with respect to the matters set forth in herein, following the satisfaction of any conditions, upon the occurrence of any event or any combination and sole power to agree to all of the foregoing)matters set forth in this Agreement, any Securities or any Convertible Securitiesin each case with respect to all of such Shareholder’s Shares and New Shares. (c) Other The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement will not, (i) if such Shareholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of such Shareholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to such Shareholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of such Shareholder pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder and/or any of its assets or properties is bound, except for any of the foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filing by Shareholder filings of any reports with the SEC required by Section 13(dSEC. (e) or 16(a) As of the Exchange Actdate hereof, none there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (f) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Synacor or Qumu in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder (other than as an officer or director of Qumu). (g) Such Shareholder understands and acknowledges that Synacor is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholdersuch Shareholder and the representations, warranties and covenants of such Shareholder contained herein. Such Shareholder understands and acknowledges that the consummation by Shareholder Merger Agreement governs the terms of the Merger and the other transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)thereby.

Representations and Warranties of Shareholder. (a) Shareholder represents is the record and warrants to Parent as beneficial owner of, or Shareholder exercises voting power over, the shares of Company Common Stock indicated on the date final page of this Agreement, as of the date of any Shareholder Meeting (which, on and as of the date hereof, are free and clear of any adjournment Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options to purchase or postponement thereof) and as rights to subscribe for or otherwise acquire any securities of the date Company and has no other interest in or voting rights with respect to any securities of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows:Company. (ab) Shareholder has the requisite capacity capacity, power and authority to execute and deliver enter into this Agreement and to fulfill consummate the transaction contemplated by this Agreement. The execution and perform its obligations hereunderdelivery of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement obligation of Shareholder such Shareholder, enforceable by Parent against such Shareholder in accordance with its terms. , except (bi) Shareholder is as the record same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors’ rights, and Beneficial Owner(ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, free and clear of any Liens (other than those arising under this Agreement) the consummation of the Owned Securities andtransactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, except as provided conflict with, or result in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval any violation of, or any other action on the part of any other Person, and has not granted any proxy inconsistent default (with this Agreement that is still effective or entered into any voting without notice or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction or both) under, or give rise to a right of termination, cancellation or acceleration of any conditions, upon obligation which would result in the occurrence creation of any event Encumbrance upon any of the Shares owned by such Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Shareholder or any combination of the foregoing)Shares owned by such Shareholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC Governmental Entity is required by Section 13(d) or 16(a) of the Exchange Act, none of with respect to such Shareholder in connection with the execution and delivery of this Agreement by Shareholder, such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby or compliance by Shareholder with any this Agreement, except for applicable requirements, if any, of Sections 13 and 16 of the provisions hereof (i) requires any consent or other Permit ofSecurities Exchange Act of 1934, or filing with or notification toas amended, any Governmental Entity or any other Person by Shareholder, (ii) results and the rules and regulations thereunder. If this Agreement is being executed in a violation representative or breach offiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. Prior to the approval of Company’s Board of Directors of this Agreement, Shareholder and Parent had no agreement, arrangement or constitutes (understanding with or without notice or lapse respect to the voting of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including securities of the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)Company.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent the Company as follows: a. Schedule A lists all shares and other equity interests owned of record or beneficially by Shareholder in the Company as of the date hereof. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares and other equity interests in the Company owned of this Agreementrecord or beneficially by Shareholder as of the date hereof. Except as set forth on Schedule A, as of the date hereof, Shareholder does not own of record or beneficially any voting securities or other equity securities in the Company or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity securities. Shareholder Meeting (does not own of record any shares that are beneficially owned by a third Person. b. Shareholder is the record or beneficial owner of, and has good and valid title to, all Covered Shares as of the date hereof, free and clear of all liens, pledges, restrictions and other encumbrances (a “Lien”), other than (i) as created by this Agreement, (ii) as created by any adjournment applicable securities Laws, (iii) under the Company Memorandum of Association or postponement thereofCompany Bye-Laws, (iv) and under that certain Investor Rights Agreement dated as of December 27, 2019 among the date Company, Shareholder and Sumitomo(the “Investor Rights Agreement”), or (v) as would not impair Shareholder’s ability to timely perform its obligations under this Agreement. Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the execution matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights. Except as pursuant to the Investor Rights Agreement, such Covered Shares are not subject to any written voting trust agreement or other contract to which Shareholder consent is a party restricting or otherwise relating to the voting or sale (constructive or otherwise), transfer, pledge, hypothecation, grant, gift, encumbrance, assignment or other disposal or disposition (collectively, “Transfer”) of such Covered Shares. Shareholder has not appointed or granted any proxy permitted under or power of attorney that is still in effect with respect to such Covered Shares, except as contemplated by this Agreement or consented to by Parent, as follows:Agreement. (a) c. Shareholder has the requisite full legal power, authority and capacity and authority to execute and deliver this Agreement and to fulfill and perform its Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreementenforcement may be limited by applicable bankruptcy, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval ofinsolvency, or any other action on the part of any other Personreorganization, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting moratorium or similar agreement with respect to, the Owned Securities Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoingat law), any Securities or any Convertible Securities. (c) Other than d. Except for the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) applicable requirements of the Exchange Act, none (i) no filing with, and no Permit is necessary on the part of Shareholder for the execution execution, delivery and delivery performance of this Agreement by ShareholderShareholder or the consummation by Shareholder of the transactions contemplated hereby and (ii) none of the execution, delivery or performance of this Agreement by Shareholder or the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (iA) requires result in any consent breach or other Permit violation of, or filing constitute a default (or an event which, with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both, would become a default) a default (under, or gives rise give to others any third party right rights of termination, cancellationamendment, material modification acceleration or acceleration) under cancellation of, or result in the creation of a Lien on any property or asset of the termsShareholder pursuant to, conditions or provisions of any organizational document or Contract contract to which Shareholder is a party or by which Shareholder or any property or asset of Shareholder’s properties Shareholder is bound or assets affected or (including the Owned SecuritiesB) may be bound, (iii) violates violate any Order Law or Law Judgment applicable to Shareholder or any of Shareholder’s properties or assets except, in the case of clause (including the Owned SecuritiesA) or (B), for breaches, violations or (iv) results defaults that would not, individually or in an Encumbrance upon any the aggregate, materially impair the ability of Shareholder to perform its obligations hereunder on a timely basis. e. There is no Action pending against Shareholder or, to the actual knowledge of Shareholder, any other Person or, to the actual knowledge of Shareholder, threatened against Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by Shareholder of its obligations under this Agreement on a timely basis. f. Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Shareholder’s properties or assets (including execution and delivery of this Agreement and the Owned Securities or Beneficially Owned Securities)representations and warranties and covenants of Shareholder contained herein and would not enter into the Merger Agreement if Shareholder did not enter into this Agreement.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of Parent, Purchaser and the date of this AgreementCompany, as of the date of any Shareholder Meeting (hereof and for so long as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parentremains in effect, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record beneficial owner of, and Beneficial Ownerhas good title to, the Shares and the Covered Shares, free and clear of any Liens mortgage, pledge, hypothecation, rights of others, claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (other than those arising under this Agreementeach, a “Lien”) (including any restriction on the right to vote or Transfer any of the Owned Securities andShares), except as may be provided for in this Agreement, has full and unrestricted power to dispose of and vote all of . (b) Other than the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect toCovered Shares, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A Shares constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder securities (as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by defined in Section 13(d) or 16(a3(10) of the Exchange Act, none which definition will apply for all purposes of this Agreement) of the Company beneficially owned, directly or indirectly, by Shareholder (excluding any securities beneficially owned by any of Shareholder’s Affiliates or “associates” (as such term is defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement) as to which Shareholder does not have voting or investment power). (c) Except for the Shares and the Covered Shares, Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any Contract or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates Shareholder to vote, acquire or dispose of any securities of the Company. Shareholder holds exclusive power to vote the Shares and (other than as set forth in Section 2.01) has not granted a proxy to any other Person to vote the Shares. (d) Shareholder has full legal right and capacity to execute and deliver this Agreement, to perform Shareholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. (e) This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery of this Agreement by the Company, Parent and Purchaser, is Shareholder’s valid and legally binding obligation, enforceable in accordance with its terms (except as enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a Proceeding in equity or at law. (f) The execution, delivery and performance of this Agreement does not and will not, (i) require any consent or approval under any Law, Permit or Contract, or (ii) violate any other Contract to which Shareholder or any of its Affiliates is a party including, any voting agreement, shareholders agreement, irrevocable proxy or voting trust. (g) Neither the execution and delivery of this Agreement by Shareholder, nor the consummation performance by Shareholder of the transactions contemplated hereby Shareholder’s respective obligations hereunder will violate any Law applicable to Shareholder. (h) All Contracts, transfers of assets or compliance by Shareholder with any of the provisions hereof (i) requires any consent liabilities or other Permit ofcommitments, whether or filing with or notification tonot entered into in the ordinary course of business, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which the Company or any of its Subsidiaries, on the one hand, and Shareholder or any of Shareholder’s properties or assets its Affiliates (including other than the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder Company or any of its Subsidiaries), on the other hand, are or have been a party or otherwise bound or affected, that (i) are currently pending or in effect or (ii) involve continuing liabilities, obligations or indemnification obligations that, individually or in the aggregate, have been, are or will be material to the Company or any of its Subsidiaries taken as a whole, have been disclosed in the Company SEC Documents prior to the date hereof. (i) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of Shareholder that is or will be payable by the Company or any of its Subsidiaries (other than as disclosed in Section 3.24 of the Merger Agreement). (j) Shareholder agrees that it is a sophisticated party with respect to the Shares and the Covered Shares and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transactions contemplated by this Agreement and has independently and without reliance upon either Purchaser or Parent and based on such information as Shareholder has deemed appropriate, made his own analysis and decision to enter into this Agreement. Shareholder acknowledges that neither Purchaser nor Parent has made and neither makes any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. (k) Shareholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon Shareholder’s properties or assets (including execution and delivery of this Agreement and the Owned Securities)representations, or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)warranties and covenants contained herein.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Leap as follows: (a) a. Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its Shareholder’s obligations hereunder. This ; b. this Agreement has been duly and validly executed and delivered by or on behalf of Shareholder and and,assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Leap, constitutes a valid and binding agreement with respect to Shareholder, enforceable by Parent against Shareholder 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; (b) c. except as set forth on Schedule 1, Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting power with respect to such Shares (and will have sole, and otherwise unrestricted, voting power with respect to any New Shares when acquired and thereafter), and none of the Owned Securities andShares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares (and none of the New Shares, when acquired or thereafter, will be subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the New Shares), except as provided in contemplated by this Agreement; d. to the knowledge of Shareholder, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation performance by Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (ior an event that with notice or lapse of time or both would become a material default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other Permit obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any law, statute, rule or regulation to which Shareholder is subject and, in the event that Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of Shareholder; and e. to the knowledge of Shareholder, the execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or any other Person regulatory authority by ShareholderShareholder except for applicable requirements, (ii) results in a violation if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by Shareholder of time his, her or both) a default (or gives rise to its obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyers as follows: (a) the Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its the Shareholder’s obligations hereunder. This ; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable by Parent against Shareholder in accordance with its terms., subject to the Enforceability Exceptions; (bc) the Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Owned Securities andShares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as provided contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in this Agreement, has full and unrestricted power to dispose of and vote all writing of the Owned Securities without the consent or approval of, or any other action on the part nature and amount of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of Shares acquired after the date hereof, and other than such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as may be reflected on Exhibit Aprovided in and subject to the limitations set forth in the Merger Agreement, Shareholder does not have any the right to acquire (whether currently, upon lapse of time, following receive the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.Merger Consideration; (ce) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or compliance conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder with is bound, or any statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the provisions hereof Shareholder; and (if) requires the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity or any other Person by the Shareholder, (ii) results in a violation except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by the Shareholder of time his or both) a default (or gives rise to her obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Shareholder is the record Beneficial Owner of the shares of Company Common Stock set forth on Schedule A and Beneficial Ownerhas the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer or the sale by Shareholder to the Company following the Offer, Purchaser or the Company will own such shares free and clear of any Liens (other than those arising under this Agreement) all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Shareholder holds options for the purchase of shares of Company Common Stock as set forth on Schedule A. Except as set forth on Schedule A, Shareholder has the power to dispose of the Owned Securities andShares, except as provided and the power to issue instructions with respect to the Owned Shares to the extent appropriate in respect of the matters set forth in this Agreement, has full and unrestricted power to dispose demand appraisal rights and power to agree to all of and vote the matters set forth in this Agreement, in each case which respect to all of the Owned Securities without Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (c) Except for filings, authorizations, consents and approvals as may be required by Shareholder under, and other applicable requirements of the Hart-▇▇▇▇▇- ▇▇di▇▇ ▇▇▇itrust Improvements Act of 1976 (▇▇▇ "▇▇▇ ▇▇▇") ▇▇▇ the Exchange Act, in each case as amended, (i) no filing by Shareholder will, and no permit, authorization, consent or approval of, any state or any other action on federal governmental body or authority is required to be obtained by Shareholder for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of and the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing consummation by Shareholder of any reports with the SEC required by Section 13(dtransactions contemplated hereby and (ii) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s its properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiB) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)assets.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Company Shareholders Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its his obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities Shares and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities Shares without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned SecuritiesShares. The Owned Securities and Beneficially Owned Securities Shares set forth below Shareholder’s name on Exhibit A the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities Shares or any Convertible Securitiessecurities convertible into Shares (excluding Stock Options, shares of restricted stock, and restricted stock units). (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned SecuritiesShares) may be bound, , (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), Shares) or (iv) results in an Encumbrance a Lien upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned SecuritiesShares).

Representations and Warranties of Shareholder. Shareholder represents hereby --------------------------------------------- represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary partnership power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. The execution and delivery by Shareholder of this Agreement and the performance by Shareholder of its obligations hereunder have been duly and validly authorized by the requisite partnership action on the part of Shareholder, and no other partnership proceedings on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement by Shareholder or the consummation of the transactions contemplated hereby by Shareholder. (b) This Agreement has been duly and validly executed and delivered Delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the record Beneficial Owner of 9,079,568 shares of Company Common Stock and has the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer, Purchaser will own such shares free and clear of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Shareholder holds warrants for the purchase of 350,072 Citicorp Warrant Shares. Upon exercise of the Citicorp Warrants and purchase of the Citicorp Warrant Shares in accordance with the terms thereof, Shareholder will be the Beneficial OwnerOwner of the Citicorp Warrant Shares and will have the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer, Purchaser will own such shares, free and clear of any Liens (other than those arising under this Agreement) of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Except for the Owned Securities andShares, except the Citicorp Warrants and the Investor Warrants (and the shares of Company Common Stock purchasable upon exercise of such warrants), neither Shareholder nor any of its Affiliates Beneficially Owns any shares of Company Common Stock or any securities convertible into Company Common Stock. Except as provided in this Agreement or referred to in Schedule 4.2(b) to the Merger Agreement, Shareholder has full sole power to vote and unrestricted power to dispose of the Owned Shares, and vote sole power to issue instructions with respect to the Owned Shares to the extent appropriate in respect of the matters set forth in this Agreement, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case which respect to all of the Owned Securities without Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (d) Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") and the Exchange Act, in each case as amended, (i) no filing will, and no permit, authorization, consent or approval of, any state or any other action on federal governmental body or authority is necessary for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of and the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing consummation by Shareholder of any reports with the SEC required by Section 13(dtransactions contemplated hereby and (ii) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires conflict with or result in any consent breach of the partnership agreement or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by organizational documents of Shareholder, (iiB) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s its properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiC) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets assets. As of immediately prior to the execution of this Agreement, no litigation is pending or, to the knowledge of Shareholder, threatened involving Shareholder or the Company relating in any way, this Agreement, the Merger Agreement or any transactions contemplated hereby or thereby. (including e) Shareholder understands and acknowledges that Parent is entering into, and causing the Owned Securities)Purchaser to enter into, the Merger Agreement, and is incurring the obligations set forth therein, in reliance upon Shareholder's execution and delivery of this Agreement. (f) Shareholder agrees with and covenants to Parent that Shareholder shall not request that the Company or Parent, as the case may be, register the Transfer (ivbook-entry or otherwise) results in an Encumbrance upon of any certificated or uncertificated interest representing any of Shareholder’s properties the securities of the Company or assets (including of Parent, as the Owned Securities or Beneficially Owned Securities)case may be, unless such Transfer is made in compliance with this Agreement.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, , (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) On the date hereof, Shareholder Beneficially Owns the outstanding shares of Company Common Stock set forth on the signature page hereto and holds stock options to purchase the number of shares of Company Common Stock set forth on the signature page hereto. On the date hereof, such shares constitute all of the outstanding shares of Company Common Stock Beneficially Owned by Shareholder and all of the shares of Company Common Stock subject to stock options held by Shareholder. On the date hereof, there are no outstanding options or other rights to acquire from Shareholder, or obligations of Shareholder to sell, any shares of Company Common Stock. Except as permitted by this Agreement, the shares of Company Common Stock set forth on the signature page hereto are held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all mortgages, claims, charges, liens, security interests, pledges, options, proxies, voting trusts or agreements (“Encumbrances”), except for any such Encumbrances arising hereunder. (b) Shareholder has the requisite capacity legal capacity, power and authority to execute and deliver this Agreement and to fulfill enter into and perform its all of Shareholder’s obligations hereunderunder this Agreement. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (bc) Shareholder is the record Except for any applicable filings under federal and Beneficial Ownerstate securities laws, free no filing with, and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andno permit, except as provided in this Agreementauthorization, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, any Governmental Entity is required to be made or any other action on obtained by Shareholder for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing compliance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of provisions hereof. Neither the execution and delivery of this Agreement by Shareholder, Shareholder nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification acceleration, redemption or accelerationpurchase) under any of the terms, conditions or provisions of any organizational document note, bond, mortgage, indenture, deed of trust, license, lease, agreement or Contract other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets is bound, or (including the Owned Securitiesii) may be bound, (iii) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of the Existing Shares. (d) If Shareholder is married and the Existing Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s properties or assets spouse, enforceable against such person in accordance with its terms. (including e) Shareholder understands and acknowledges that Parent is entering into, and causing Merger Sub to enter into, the Owned Securities), or (iv) results Merger Agreement in an Encumbrance reliance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)concurrent execution and delivery of this Agreement.

Representations and Warranties of Shareholder. Shareholder represents 6.1 [Shareholder] represents, warrants and, where applicable, covenants to Norbord as follows and warrants to Parent as of acknowledges that Norbord is relying upon these representations, warranties and covenants in connection with the date entering into of this Agreement and the Arrangement Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder [Shareholder] has the requisite all necessary power, authority, capacity and authority right to execute and deliver enter into this Agreement and to fulfill and perform carry out each of its obligations hereunder. This under this Agreement; (b) this Agreement has been duly and validly executed and delivered by Shareholder [Shareholder] and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement of Shareholder obligation, enforceable by Parent the other parties hereto against Shareholder it in accordance with its terms., subject, however, to limitations imposed by Law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (bc) Shareholder [Shareholder] (i) is the legal and beneficial owner of record, (ii) is the beneficial owner exercising control and direction over (but not the holder of record of) or (iii) exercises control over, the ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities with good and Beneficial Ownermarketable title thereto, free and clear of any Liens and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (other than those arising under this Agreementd) [Shareholder] does not own, either as legal and beneficial owner of record or beneficial owner exercising control and direction over (but not the Owned Securities andholder of record), except as provided in this Agreementany Norbord Shares, nor does [Shareholder] exercise control over any Norbord Shares; (e) [Shareholder] has full and unrestricted power the sole right to dispose of and vote or transfer (or cause to be disposed of or transferred) all of ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities now held, and will have the Owned right to dispose of or transfer (or cause to be disposed of or transferred) any ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities without hereafter acquired by it; (f) [Shareholder] has the consent sole right to vote (or approval ofcause to be voted) all the ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities now held, and will have the right to vote (or cause to be voted) all ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities hereafter acquired by it; (g) no individual or entity has any agreement or option, or any other action on right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the part purchase, acquisition or transfer from [Shareholder] of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, of the Owned ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereofany interest therein or right thereto, and other than as may be reflected on Exhibit A, Shareholder does not have including without limitation any right to acquire (whether currentlyvote, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.except pursuant to this Agreement; (ch) Other than ▇▇▇▇ ▇▇▇▇▇▇ Subject Securities are the filing only securities of ▇▇▇▇ ▇▇▇▇▇▇ or its subsidiaries owned, directly or indirectly, or over which control or direction is exercised, by Shareholder [Shareholder] and its affiliates (excluding any affiliates engaged in the business of any reports with the SEC required by Section 13(d) or 16(a) cash management and investing activities on behalf of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof third parties); (i) requires [Shareholder] and its affiliates (excluding any consent affiliates engaged in the business of cash management and investing activities on behalf of third parties) have no agreements or other Permit ofoptions, or filing with rights or notification toprivileges (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by [Shareholder] and such affiliates of additional securities of ▇▇▇▇ ▇▇▇▇▇▇; and (j) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of [Shareholder], threatened against [Shareholder] or its affiliates that would adversely affect in any other Person by manner the ability of [Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise ] to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract enter into this Agreement and to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)perform its obligations hereunder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) the Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its the Shareholder’s obligations hereunder. This ; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Buyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable by Parent against Shareholder in accordance with its terms.terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles); (bc) the Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Owned Securities andShares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as provided contemplated by this Agreement (the Shareholder agrees to promptly notify Buyer in this Agreement, has full and unrestricted power to dispose of and vote all writing of the Owned Securities without the consent or approval of, or any other action on the part nature and amount of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of Shares acquired after the date hereof, and other than such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 (including any restricted shares of Common Stock the vesting of which accelerates at or prior to the Effective Time) shall be converted into, as may be reflected on Exhibit Aprovided in and subject to the limitations set forth in the Merger Agreement, Shareholder does not have any the right to acquire (whether currentlyreceive 2.1779 shares of Buyer Common Stock, upon lapse of time, following the satisfaction of plus cash for any conditions, upon the occurrence of any event or any combination fractional shares in accordance with Section 2.3 of the foregoing), any Securities or any Convertible Securities.Merger Agreement; (ce) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the performance by the Shareholder of his obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or compliance conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder with is bound, or any statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the provisions hereof Shareholder; and (if) requires the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or any other Person by Shareholder, (ii) results in a violation or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by the Shareholder of time or both) a default (or gives rise to his obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder (in Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, Shareholder (i) is the record and beneficial owner of the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, (together with any Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options and/or Company Warrants, the “Shareholder Securities”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock, Restricted Stock Units or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound (including, for the avoidance of doubt, any of the Preferred Stock Investment Agreements), except for such violations, defaults or conflicts as would not prevent or materially delay Shareholder’s properties performance of its obligations under this Agreement. Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or assets approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to Shareholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order or Law applicable provision of such Shareholder’s organizational documents. (e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by Shareholder or any by a nominee or custodian for the benefit of Shareholder’s properties or assets , free and clear of all Encumbrances, except for (including i) any such Encumbrances arising hereunder, (ii) any such Encumbrances arising under the Owned SecuritiesArticles of Incorporation, that certain Voting Agreement by and among the Company, Shareholder, TCV VII, L.P., TCV VII (A), L.P., and TCV Member Fund, L.P. dated December 4, 2009, and that certain Amended and Restated Voting Agreement, dated as of December 4, 2009 by and among the Company, Shareholder, Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V. (the “Preferred Stock Investment Agreements”), none of which limit Shareholder’s ability, power and authority to enter into, and perform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) Shareholder has full voting power, with respect to his/her/its Common Shares and/or Preferred Shares, as applicable, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its Common Shares and/or Preferred Shares, as applicable, held in the name of such Shareholder. The Shareholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements. (ivg) results in an Encumbrance upon any As of the time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by Shareholder of its obligations under this Agreement or otherwise adversely impact Shareholder’s properties ability to perform its obligations hereunder. (h) Shareholder has received and reviewed a copy of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of Shareholder.

Representations and Warranties of Shareholder. Each Shareholder hereby, severally but not jointly, represents and warrants to Parent as of Insight and the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: (a) If such Shareholder is an Entity: (i) such Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) such Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform such Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of such Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Shareholder have been duly authorized by all necessary action on the part of such Shareholder and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If such Shareholder is an individual, such Shareholder has the legal capacity to execute and deliver this Agreement, to perform its such Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by or on behalf of such Shareholder and, to such Shareholder’s knowledge and assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder the Company and Insight, constitutes a valid and binding agreement with respect to such Shareholder, enforceable by Parent against such Shareholder 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; (bc) such Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated opposite such Shareholder’s name on Schedule 1, which constitute all of the Shares owned by the Shareholder as of the date hereof. Such Shareholder will own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cd) Other than to the filing by Shareholder knowledge of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Actsuch Shareholder, none of the execution and delivery of this Agreement by Shareholdersuch Shareholder does not, and the consummation performance by such Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by such Shareholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound, or any Law, statute, rule or regulation to which such Shareholder is subject or, in the event that such Shareholder is a corporation, partnership, trust or other Entity, any bylaw or other Organizational Document of such Shareholder; except for any of the provisions hereof foregoing as would not reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in any material respect; (ie) requires the execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Authority or regulatory authority by such Shareholder 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 prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in any material respect; (f) no investment banker, broker, finder or other Person intermediary is entitled to a fee or commission from Insight or the Company in respect of this Agreement based upon any Contract made by or on behalf of such Shareholder; and (g) as of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Shareholder, (ii) results threatened against such Shareholder that would reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has On the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legaldate hereof, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which meaning will apply for all purposes of this Agreement) of, and Beneficial Ownerhas good title to, the Shares as set forth on Annex A, free and clear of any Liens mortgage, pledge, hypothecation, rights of others (other than those arising community property interests), claim, security interest, charge, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restriction or limitation (each, a “Lien”) (including any restriction on the right to vote, sell or otherwise dispose of the Shares), except as set forth in this Agreement or pursuant to any applicable restrictions under the Securities Act of 1933, as amended. (b) Other than the Options, the Shares constitute all of the securities (as defined in Section 3(10) of the Exchange Act, which definition will apply for all purposes of this Agreement) of the Owned Securities andCompany beneficially owned, except directly or indirectly, by Shareholder (excluding any securities beneficially owned by any of his affiliates or associates (as provided such terms are defined in Rule 12b-2 under the Exchange Act, which definition will apply for all purposes of this Agreement, has full and unrestricted power ) as to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has which he does not granted any proxy inconsistent with this Agreement that is still effective or entered into any have voting or similar agreement with respect toinvestment power). (c) Except for the Shares and the Options, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is Shareholder subject to any contract, commitment, arrangement, understanding or relationship (whether or not legally enforceable), other than this Agreement, that allows or obligates him to vote or acquire any securities of the Company. Shareholder holds exclusive power to vote the Shares and (other than as may be reflected on Exhibit Aset forth in Section 3.02) has not granted a proxy to any other person to vote the Shares, Shareholder does not have any right subject to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitieslimitations set forth in this Agreement. (cd) Other than the filing This Agreement has been duly executed and delivered by Shareholder and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, is Shareholder’s valid and legally binding obligation, enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (e) The execution, delivery and performance of this Agreement by Shareholder does not, and will not, require any reports with the SEC required by Section 13(dconsent or approval under any law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (f) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation performance by Shareholder of the transactions contemplated hereby his respective obligations hereunder will violate any law, decree, statute, rule or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law regulation applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder represents --------------------------------------------- hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary partnership power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. The execution and delivery by Shareholder of this Agreement and the performance by Shareholder of its obligations hereunder have been duly and validly authorized by the requisite partnership action on the part of Shareholder, and no other partnership proceedings on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement by Shareholder or the consummation of the transactions contemplated hereby by Shareholder. (b) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the record Beneficial Owner of 2,550,544 shares of Company Common Stock and Beneficial Ownerhas the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer, Purchaser will own such shares free and clear of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Except for the Owned Shares, the Citicorp Warrants and the Investor Warrants (and the shares of Company Common Stock purchasable upon exercise of such warrants), neither Shareholder nor any Liens (other than those arising under this Agreement) of its Affiliates Beneficially Owns any shares of Company Common Stock or any securities convertible into Company Common Stock. Shareholder has sole power to vote and to dispose of the Owned Securities andShares, except as provided and sole power to issue instructions with respect to the Owned Shares to the extent appropriate in respect of the matters set forth in this Agreement, has full and unrestricted sole power to dispose demand appraisal rights and sole power to agree to all of and vote the matters set forth in this Agreement, in each case which respect to all of the Owned Securities without Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (d) Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") and the Exchange Act, in each case as amended, (i) no filing will, and no permit, authorization, consent or approval of, any state or any other action on federal governmental body or authority is necessary for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of and the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing consummation by Shareholder of any reports with the SEC required by Section 13(dtransactions contemplated hereby and (ii) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires conflict with or result in any consent breach of the partnership agreement or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by organizational documents of Shareholder, (iiB) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s its properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiC) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets assets. As of immediately prior to the execution of this Agreement, no litigation is pending or, to the knowledge of Shareholder, threatened involving Shareholder relating in any way to this Agreement, the Merger Agreement or any transactions contemplated hereby or thereby. (including e) Shareholder understands and acknowledges that Parent is entering into, and causing the Owned Securities)Purchaser to enter into, the Merger Agreement, and is incurring the obligations set forth therein, in reliance upon Shareholder's execution and delivery of this Agreement. (f) Shareholder agrees with and covenants to Parent that Shareholder shall not request that the Company or Parent, as the case may be, register the Transfer (ivbook-entry or otherwise) results in an Encumbrance upon of any certificated or uncertificated interest representing any of Shareholder’s properties the securities of the Company or assets (including of Parent, as the Owned Securities or Beneficially Owned Securities)case may be, unless such Transfer is made in compliance with this Agreement.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. (b) Shareholder has the legal capacity or requisite capacity entity power and authority authority, as the case may be, to execute and deliver this Agreement and to fulfill consummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized, validly existing and perform in good standing under the laws of the state of its obligations hereunder. formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (bd) If Shareholder is an individual and the record Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and Beneficial Ownerbinding obligation of Shareholder, free this Agreement has been duly executed and clear of any Liens (other than those arising under this Agreement) of the Owned Securities delivered by Shareholder’s spouse and, except as provided assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of Shareholder’s spouse, enforceable against such spouse in this Agreementaccordance with its terms, has full subject to (i) laws of general application relating to bankruptcy, insolvency and unrestricted power to dispose the relief of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Persondebtors, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to(ii) rules of law governing specific performance, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, injunctive relief and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesequitable remedies. (ce) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound, except for any such violation, default or conflict which would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. The consummation by Shareholder of the transactions contemplated hereby will not (i) to the knowledge of Shareholder, violate any provision of any law, order, settlement, judgment, injunction or decree applicable to Shareholder, (ii) if Shareholder is an entity, conflict with or violate Shareholder’s organizational documents or (iii) require any consent, approval, or notice under any law applicable to Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. (f) The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by Shareholder are now, and at all times during the term hereof will be, held by Shareholder or by a nominee or custodian for the benefit of Shareholder or its clients, or by its clients (or the clients of one of its Affiliates), free and clear of all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) any such Liens arising hereunder or Liens pursuant to the terms of the Company’s 2009 Long-Term Incentive Plan, (ii) any applicable restrictions on transfer under state or federal securities laws and (iii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares (collectively, “Permitted Liens”). (g) Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent Shareholder from complying with the terms of this Agreement). (h) There is no Action pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Entity that could reasonably be expected to impair or materially delay the performance by Shareholder of Shareholder’s properties or assets (including the Owned Securities) may be bound,obligations under this Agreement. (iiii) violates any Order or Law applicable to Shareholder or any has received and reviewed a substantially final draft of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s properties execution, delivery and performance of this Agreement. (j) No broker, investment bank, financial advisor or assets (including other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities), transactions contemplated by this Agreement based upon arrangements made by or (iv) results on behalf of Shareholder in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)its capacity as such.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: (a) On the date hereof, Shareholder Beneficially Owns the outstanding shares of Parent Common Stock set forth on the signature page hereto and holds stock options to purchase the number of shares of Parent Common Stock set forth on the signature page hereto. On the date hereof, such shares constitute all of the outstanding shares of Parent Common Stock Beneficially Owned by Shareholder and all of the shares of Parent Common Stock subject to stock options held by Shareholder. On the date hereof, there are no outstanding options or other rights to acquire from Shareholder, or obligations of Shareholder to sell, any shares of Parent Common Stock. Except as permitted by this Agreement, the shares of Parent Common Stock set forth on the signature page hereto are held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all mortgages, claims, charges, liens, security interests, pledges, options, proxies, voting trusts or agreements (“Encumbrances”), except for any such Encumbrances arising hereunder. (b) Shareholder has the requisite capacity legal capacity, power and authority to execute and deliver this Agreement and to fulfill enter into and perform its all of Shareholder’s obligations hereunderunder this Agreement. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (bc) Shareholder is the record Except for any applicable filings under federal and Beneficial Ownerstate securities laws, free no filing with, and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andno permit, except as provided in this Agreementauthorization, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, any Governmental Entity is required to be made or any other action on obtained by Shareholder for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing compliance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of provisions hereof. Neither the execution and delivery of this Agreement by Shareholder, Shareholder nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification acceleration, redemption or accelerationpurchase) under any of the terms, conditions or provisions of any organizational document note, bond, mortgage, indenture, deed of trust, license, lease, agreement or Contract other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets is bound, or (including the Owned Securitiesii) may be bound, (iii) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of the Existing Shares. (d) If Shareholder is married and the Existing Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Shareholder’s properties or assets spouse, enforceable against such person in accordance with its terms. (including e) Shareholder understands and acknowledges that the Owned Securities), or (iv) results Company is entering into the Merger Agreement in an Encumbrance reliance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)concurrent execution and delivery of this Agreement.

Representations and Warranties of Shareholder. Shareholder represents hereby --------------------------------------------- represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary partnership power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. The execution and delivery by Shareholder of this Agreement and the performance by Shareholder of its obligations hereunder have been duly and validly authorized by the requisite partnership action on the part of Shareholder, and no other partnership proceedings on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement by Shareholder or the consummation of the transactions contemplated hereby by Shareholder. (b) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except to the extent (i) such enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the record Beneficial Owner of 9,429,640 shares of Company Common Stock (350,072 shares of which are Beneficially Owned by virtue of the Citicorp Warrants) and Beneficial Ownerhas the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer, Purchaser will own such shares free and clear of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Shareholder holds warrants for the purchase of 350,072 Citicorp Warrant Shares. Upon exercise of the Citicorp Warrants and purchase of the Citicorp Warrant Shares in accordance with the terms thereof, Shareholder will have the right to tender such shares as contemplated by this Agreement so that, upon the consummation of the Offer, Purchaser will own such shares, free and clear of any Liens (other than those arising under this Agreement) of all liens, claims, options, proxies, voting agreements, security interests, charges and encumbrances. Except for the Owned Securities andShares, except the Citicorp Warrants and the Investor Warrants (and the shares of Company Common Stock purchasable upon exercise of such warrants), neither Shareholder nor any of its Affiliates Beneficially Owns any shares of Company Common Stock or any securities convertible into Company Common Stock. Except as provided in this Agreement or referred to in Schedule 4.2(b) to the Merger Agreement, Shareholder has full sole power to vote and unrestricted power to dispose of the Owned Shares, and vote sole power to issue instructions with respect to the Owned Shares to the extent appropriate in respect of the matters set forth in this Agreement, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case which respect to all of the Owned Securities without Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (d) Except for filings, authorizations, consents and approvals as may be required under, and other applicable requirements of the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") and the Exchange Act, in each case as amended, (i) no filing will, and no permit, authorization, consent or approval of, any state or any other action on federal governmental body or authority is necessary for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of and the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing consummation by Shareholder of any reports with the SEC required by Section 13(dtransactions contemplated hereby and (ii) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires conflict with or result in any consent breach of the partnership agreement or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by organizational documents of Shareholder, (iiB) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s its properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiC) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets assets. As of immediately prior to the execution of this Agreement, no litigation is pending or, to the knowledge of Shareholder, threatened involving Shareholder or the Company relating in any way, this Agreement, the Merger Agreement or any transactions contemplated hereby or thereby. (including e) Shareholder understands and acknowledges that Parent is entering into, and causing the Owned Securities)Purchaser to enter into, the Merger Agreement, and is incurring the obligations set forth therein, in reliance upon Shareholder's execution and delivery of this Agreement. (f) Shareholder agrees with and covenants to Parent that Shareholder shall not request that the Company or Parent, as the case may be, register the Transfer (ivbook-entry or otherwise) results in an Encumbrance upon of any certificated or uncertificated interest representing any of Shareholder’s properties the securities of the Company or assets (including of Parent, as the Owned Securities or Beneficially Owned Securities)case may be, unless such Transfer is made in compliance with this Agreement.

Representations and Warranties of Shareholder. Each Shareholder hereby, severally but not jointly, represents and warrants to Parent as of Vibrant and the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: (a) If such Shareholder is an Entity: (i) such Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) such Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform such Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of such Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Shareholder have been duly authorized by all necessary action on the part of such Shareholder and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If such Shareholder is an individual, such Shareholder has the legal capacity to execute and deliver this Agreement, to perform its such Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by or on behalf of such Shareholder and, to such Shareholder’s knowledge and assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder the Company and Vibrant, constitutes a valid and binding agreement with respect to such Shareholder, enforceable by Parent against such Shareholder 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; (bc) such Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cd) Other than to the filing by Shareholder knowledge of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Actsuch Shareholder, none of the execution and delivery of this Agreement by Shareholdersuch Shareholder does not, and the consummation performance by such Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by such Shareholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound, or any Law, statute, rule or regulation to which such Shareholder is subject or, in the event that such Shareholder is a corporation, partnership, trust or other Entity, any bylaw or other Organizational Document of such Shareholder; except for any of the provisions hereof foregoing as would not reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in any material respect; (ie) requires the execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Authority or regulatory authority by such Shareholder 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 prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in any material respect; (f) no investment banker, broker, finder or other Person intermediary is entitled to a fee or commission from Vibrant or the Company in respect of this Agreement based upon any Contract made by or on behalf of such Shareholder; and (g) as of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Shareholder, (ii) results threatened against such Shareholder that would reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, comScore as follows: (a) If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers of such Shareholder and have been duly authorized by all necessary action. If such Shareholder is an individual, he or she has the requisite capacity full legal capacity, right and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This Agreement Such Shareholder has been duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Shareholder and comScore, this Agreement constitutes a such Shareholder’s legal, valid and binding agreement of Shareholder obligation, enforceable by Parent against Shareholder it in accordance with its termsterms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. If such Shareholder is married and any of the Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by comScore, constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. (b) The Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) or owned of record by such Shareholder is the record and Beneficial Ownerone or more of such stockholder’s Affiliates. Such Shareholder has and will have good and valid title to such Shares and New Shares, free and clear of any Liens (encumbrances other than those arising under pursuant to this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as As of the date hereof, such Shareholder’s Shares (and other than the applicable portion of the New Shares) constitute all of the shares of Rentrak Common Stock beneficially owned or owned of record by such Shareholder and such Affiliates. Except as may be reflected on Exhibit Aprovided for herein, such Shareholder does not and certain Affiliates of such Stockholder collectively have any sole voting power (including the right to acquire control such vote as contemplated herein), sole power of disposition (whether currentlyexcept with respect to Shares underlying restricted stock awards issued to directors of Rentrak), upon lapse of timesole power to issue instructions with respect to the matters set forth in herein, following the satisfaction of any conditions, upon the occurrence of any event or any combination and sole power to agree to all of the foregoing)matters set forth in this Agreement, any Securities or any Convertible Securitiesin each case with respect to all of such Stockholder’s Shares and New Shares. (c) Other The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement will not, (i) if such Shareholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of such Shareholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to such Shareholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of such Shareholder pursuant to, any Contract, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder and/or any of its assets or properties is bound, except for any of the foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filing by Shareholder filings of any reports with the SEC required by Section 13(dSEC. (e) or 16(a) As of the Exchange Actdate hereof, none there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (f) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from comScore or Rentrak in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder (other than as an officer or director of Rentrak). (g) Such Shareholder understands and acknowledges that comScore is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholderthe Shareholders and the representations, the consummation by Shareholder warranties and covenants of the Shareholders contained herein. Such Shareholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)thereby.

Representations and Warranties of Shareholder. (a) Shareholder hereby represents and warrants to Parent as follows: (i) Shareholder is the beneficial or record owner of the date shares of capital stock of the Company indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances, in each case that would impair or adversely affect Shareholder’s ability to perform its obligations under this Agreement, as other than those encumbrances that are in favor of the date of any Shareholder Meeting Company (and as provided Parent shall have been provided with copies of the date of relevant documentation related thereto); (ii) Shareholder does not beneficially own any adjournment or postponement thereof) and as securities of the date Company other than the shares of capital stock and rights to purchase shares of capital stock of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: Company set forth on the Schedule 1; (aiii) Shareholder has the requisite capacity full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to fulfill grant the irrevocable proxy as set forth in Section 4; and perform its obligations hereunder. This (iv) this Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms, subject to the effect of (x) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (y) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Shareholder agrees to notify Parent promptly of any additional shares of capital stock of the Company of which Shareholder becomes the beneficial owner after the date of this Agreement and prior to the Expiration Date. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) As of the Owned Securities anddate hereof and for so long as this Agreement remains in effect (including as of the date of the Company Shareholders Meeting, except as provided in which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, Shareholder has full legal power, authority and unrestricted power right to dispose of and vote all of the Owned Securities Shares then owned of record or beneficially by Shareholder, in favor of the approval and authorization of the Merger Agreement and the Proposed Transaction without the consent or approval of, or any other action on the part of of, any other PersonPerson (including, and without limitation, any governmental entity). Without limiting the generality of the foregoing, except for agreements set forth on the Company Disclosure Schedule, Shareholder has not entered into any voting agreement (other than this Agreement) with any Person with respect to any of the Shares, granted any Person any proxy inconsistent (revocable or irrevocable) or power of attorney with this Agreement that is still effective respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any voting arrangement or similar agreement with respect toany Person limiting or affecting Shareholder’s legal power, the Owned Securities authority or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following vote the satisfaction of Shares on any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesmatter. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the The execution and delivery of this Agreement by Shareholder, and the consummation performance by Shareholder of the transactions contemplated hereby Shareholder’s agreements and obligations hereunder will not result in any breach or compliance by Shareholder with any violation of the provisions hereof (i) requires any consent or other Permit of, or filing be in conflict with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) constitute a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions term of any organizational document agreement, judgment, injunction, order, decree, law, regulation or Contract arrangement to which Shareholder is a party or by which Shareholder (or any of Shareholder’s properties assets) is bound, except for any such breach, violation, conflict or assets (including default that, individually or in the Owned Securities) may be bound,aggregate, would not impair or adversely affect Shareholder’s ability to perform Shareholder’s obligations under this Agreement or render inaccurate any of the representations made by Shareholder herein. (iiid) violates any Order or Law applicable to Shareholder or any of understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon Shareholder’s properties or assets (including execution and delivery of this Agreement and the Owned Securities), or (iv) results in an Encumbrance upon any representations and warranties of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)Shareholder contained herein.

Representations and Warranties of Shareholder. Shareholder represents represents, warrants and warrants certifies to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder is the holder and beneficial owner of the Shares and has good and valid title to the Shares free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, community property interests, charges, encumbrances or restrictions of any nature. The Shares are the only shares of the capital stock of the Company held by Shareholder. Shareholder has the requisite capacity and authority ability to execute and deliver this Agreement and vote all of the Shares at any meeting of the shareholders of the Company, or by written consent in lieu of any such meeting. Shareholder has not appointed or granted any proxy or entered into any agreement, contract, commitment or understanding with respect to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement any of Shareholder enforceable by Parent against Shareholder in accordance with its termsthe Shares. (b) Shareholder is aware (i) that the record Parent Common Stock to be issued to Shareholder in the Merger will not be registered and Beneficial Ownerwill not be issued pursuant to a registration statement under the Securities Act of 1933, free and clear of any Liens as amended (other than those arising under this Agreementthe "Act"), but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Owned Act and in Rule 506 under the Act, and (ii) that neither the Merger nor the issuance of such Parent Common Stock has been approved or reviewed by the Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent Exchange Commission or approval of, or by any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesgovernmental agency. (c) Other than Shareholder is aware that, because the filing by Shareholder of any reports with Parent Common Stock to be issued in the SEC required by Section 13(d) or 16(a) of Merger will not be registered under the Exchange Act, none of such Parent Common Stock cannot be resold unless such Parent Common Stock is registered under the execution and delivery of this Agreement by Shareholder, the consummation by Act or unless an exemption from registration is available. Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof is also aware that: (i) requires any consent except as expressly provided in the Registration Rights Agreement between Parent and the Company entered into or other Permit ofto be entered into as provided in the Reorganization Agreement, or filing Parent is under no obligation to file a registration statement with or notification to, any Governmental Entity or any other Person by Shareholder, respect to the Parent Common Stock to be issued to Shareholder in the Merger; and (ii) results the provisions of Rule 144 under the Act will permit resale of the Parent Common Stock to be issued to Shareholder in the Merger only under limited circumstances, and such Parent Common Stock must be held by Shareholder for at least two years before it can be sold pursuant to Rule 144. (d) The Parent Common Stock to be issued to Shareholder in the Merger will be acquired by Shareholder for investment and for his or her own account, and not with a violation or breach ofview to, or constitutes for resale in connection with, any unregistered distribution thereof. (e) Shareholder has received, reviewed and considered all the information Shareholder considers necessary to enable Shareholder to make an informed decision concerning whether to invest in Parent Common Stock or to seek appraisal rights in connection with or without notice or lapse of time or boththe Merger, including: (i) the Information Statement, dated January [ ], 1997; (ii) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any copy of the terms, conditions or provisions of any organizational document or Contract Reorganization Agreement (which is included as an exhibit to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, said Information Statement); (iii) violates any Order or Law applicable to Shareholder or any a copy of Shareholder’s properties or assets (including the Owned Securities), or Parent's report on Form 10-K for 1995; (iv) results a copy of Parent's 1995 Annual Report to Stockholders; and (v) a copy of the Parent's preliminary proxy filed on December 27, 1996 (the documents referred to in an Encumbrance upon any of Shareholder’s properties or assets clauses "(including the Owned Securities or Beneficially Owned Securitiesi).," "(ii)," "(iii)," "

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) As of the date of this Agreement and at all times through the Expiration Date: (i) Shareholder is and will be the Beneficial Owner (free and clear of any encumbrances or restrictions) of the outstanding shares of Bank Capital Stock set forth under the heading “Shares of Bank Capital Stock Beneficially Owned”, on the signature page hereof. (ii) Shareholder is and will be the Beneficial Owner (free and clear of any encumbrances or restrictions) of the outstanding Bank Options and Other Rights set forth under the heading “Bank Options and Other Rights Beneficially Owned” on the signature page hereof (except to the extent that such Bank Options and Other Rights are converted into, exercised or exchanged for shares of Bank Capital Stock); and (iii) Shareholder does not directly or indirectly Beneficially Own any shares of Bank Capital Stock or Bank Options or Other Rights or other securities of the Bank, other than the shares of Bank Capital Stock and Bank Options and Other Rights set forth on the signature page hereof. (b) Shareholder has and will have the requisite capacity legal capacity, power and authority to execute enter into and deliver perform all of Shareholder’s obligations under this Agreement and to fulfill and perform its obligations hereunderthe Proxy. This Agreement has been duly and validly executed and delivered by Shareholder and, if Shareholder is a corporation, partnership or limited liability company, has been duly authorized by all requisite corporate, partnership or limited liability company action of Shareholder, as the case may be, and constitutes upon its execution and delivery by Parent, will constitute a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreementenforceability may be limited by bankruptcy, has full and unrestricted power insolvency, reorganization, moratorium or other similar laws affecting or relating to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Personcreditors rights generally, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all availability of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, injunctive relief and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesequitable remedies. (c) Other than the filing The execution, delivery and performance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderwill not (i) conflict with, the consummation by Shareholder require a consent, waiver or approval under, or result in a breach of the transactions contemplated hereby or compliance by Shareholder with default under, any of the provisions hereof (i) requires terms of any consent contract, commitment or other Permit of, obligation (written or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (iioral) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, , and, if Shareholder is a corporation, partnership or limited liability company, the organizational documents of Shareholder, or (iiiii) violates violate any Order order, writ injunction, decree, judgment, order, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s properties its assets. (d) No filing with, and no permit, authorization, consent or assets (including approval of, any state or federal public body or authority is necessary for the Owned Securities), or (iv) results in an Encumbrance upon any execution of Shareholder’s properties or assets (including this Agreement by Shareholder and the Owned Securities or Beneficially Owned Securities)consummation by Shareholder of the transactions contemplated hereby.

Representations and Warranties of Shareholder. Each Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) The Shares constitute all of the securities (as defined in Section 3(a)(10) of the Exchange Act), of the Company beneficially owned, directly or indirectly, by such Shareholder. (b) Except for the Shares, each Shareholder does not, directly or indirectly, beneficially own or have any option, warrant or other right to acquire any securities of the Company that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of the Company that are or may by their terms become entitled to vote, nor is such Shareholder subject to any contract, commitment, arrangement, understanding, restriction or relationship (whether or not legally enforceable), other than this Agreement, that provides for a Shareholder to vote or acquire any securities of the Company. Such Shareholder holds exclusive power to vote and dispose of the Shares free and clear of any security interests, liens, claims, pledges, options, rights of first refusal, agreement, charge, encumbrance or any other restriction or limitation on their right to vote or dispose of the Shares, and neither Shareholder has granted a proxy to any other Person to vote the requisite capacity Shares, subject to the limitations set forth in this Agreement. (c) Each Shareholder has all necessary power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunderconsummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Shareholder and, assuming due authorization, execution and constitutes delivery of this Agreement by Parent, is a legal, valid and binding agreement obligation of each Shareholder enforceable by Parent against Shareholder each of them in accordance with its terms. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof shall (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond mortgage, indenture, license, contract, commitment, lease, permit, franchise, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder or any of Shareholder’s his or its properties or assets (including the Owned Securities) may be bound, , or (iiiii) violates violate any Order order, writ, injunction, decree, judgment, law, statute, rule or Law regulation applicable to such Shareholder or any of Shareholder’s his or its properties or assets assets, excluding from the foregoing such violations, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on such Shareholder or which would materially impair the ability of such Shareholder to consummate the transactions contemplated hereby. (including e) The execution and delivery of this Agreement by such Shareholder does not, and the Owned Securities)performance of this Agreement by such Shareholder shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court or arbitrator or any governmental body, agency or official 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 prevent or delay the performance by such Shareholder of his or its obligations under this Agreement. (ivf) results Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in an Encumbrance reliance upon any such Shareholder's execution and delivery of Shareholder’s properties this Agreement. (g) There are no Takeover Laws that are applicable to this Agreement or assets (including the Owned Securities or Beneficially Owned Securities)transactions contemplated hereby.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent Electropure: 2.1 The Stock will be acquired by Shareholder for investment for an indefinite period, for Shareholder's own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and Shareholder has no present intention of selling, granting participation in, or otherwise distributing the same expect as may be permitted by the Securities Act of 1933 as amended (the "Act"). 2.2 Shareholder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participation to such person or to any third person, with respect to the Stock. 2.3 Shareholder understands that the Stock has not been registered under the Act, in reliance upon the exemptions from the registration provisions of the date of this AgreementAct contained in Section 4 (1) thereof, as and any continued reliance on such exemption is predicated on the representations of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its termsset forth herein. (b) 2.4 Shareholder understands that the Stock must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the record and Beneficial OwnerAct, free and clear of or an exemption from such registration is available. Shareholder further understands that Electropure is under no obligation to register the Stock on its behalf or to assist it in complying with any Liens (other than those arising under this Agreement) of the Owned Securities andexemption from registration, except as provided in this AgreementSection 3.1 hereof. 2.5 Shareholder will not transfer the Stock without registering them under applicable federal or state securities laws unless the transfer is exempt from registration. Shareholder acknowledges that Electropure may not allow a transfer of Stock unless the transferee meets certain conditions. Shareholder understands that legends will be placed on certificates representing the Stock, has full and unrestricted power with respect to dispose of and vote all the above restrictions on resale or other disposition of the Owned Securities without Stock and that stop transfer instructions have or will be placed with respect to the consent Stock so as to restrict the assignment, resale or approval of, or any other action on disposition thereof. 2.6 Electropure will direct its transfer agent to place such a stop transfer order in its books respecting transfer of the part of any other PersonStock, and has not granted any proxy inconsistent with this Agreement the certificate or certificates representing the Stock will bear the following legend or a legend substantially similar thereto: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THAT ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." 2.7 Shareholder understands that is still effective or entered into any voting or similar agreement with respect toRule 144, promulgated by the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all Exchange Commission under the Act, may not be currently available for sale of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereofStock, and other than as there is no assurance that it will be available at any particular time in the future. Such sales in reliance upon Rule 144 may only be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent in limited quantities after the securities have been held for one (1) year after being issued by Electropure or other Permit ofan affiliate of Electropure, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation unlimited quantities by non-affiliates after the securities have been held for two (2) years after being issued by Electropure or breach ofan affiliate of Electropure, or constitutes (in each case in accordance with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any the conditions of the termsRule, conditions or provisions all of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets must be met (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable requirement, if applicable, that adequate information concerning Electropure is then available to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securitiespublic).

Representations and Warranties of Shareholder. The Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: that (a) the Shareholder is a record or beneficial owner of the Shares, with power to vote the Shares or cause the Shares to be voted; (b) the Shares constitute the Shareholder's entire interest in the outstanding capital stock and voting securities of the Company, other than Shares that are subject to employee stock options or other rights to acquire capital stock of the Company; (c) no other person or entity not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any portion of the Shares; (d) the Shares are, and will be at all times up until the Expiration Date, free and clear of any liens, claims, options, charges or other encumbrances; (e) the Shareholder's address is accurately set forth on the signature page hereto; (f) the Shareholder has the requisite full power and legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This ; (g) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, the valid and binding agreement obligation of Shareholder the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit Alimited by (i) the effect of bankruptcy, Shareholder does not have any right insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to acquire the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event considered in a proceeding in equity or any combination of the foregoing), any Securities or any Convertible Securities. at law; and (ch) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the consummation by Shareholder performance of the transactions contemplated hereby Shareholder's obligations hereunder will not, result in any breach of or compliance by Shareholder constitute a default (or an event that with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or bothboth would become a default) a default (under, or gives rise give to others any third party right of terminationto terminate, cancellationamend, material modification accelerate or acceleration) under cancel any of right or obligation under, or result in the terms, conditions or provisions creation of any organizational document lien or Contract encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any of Shareholder’s properties the Shares or assets (including the Owned Securities) may New Shares are or will be bound, (iii) violates any Order bound or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)affected.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (ListCo and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: (a) If Shareholder is an entity: (i) such Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) such Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform such Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of such Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Shareholder have been duly authorized by all necessary action on the part of such Shareholder and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If such Shareholder is an individual, such Shareholder has the legal capacity to execute and deliver this Agreement, to perform its such Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by or on behalf of such Shareholder and, to such Shareholder’s knowledge and assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Company and ListCo, constitutes a valid and binding agreement with respect to such Shareholder, enforceable by Parent against such Shareholder 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; (bc) such Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, in each case free and clear of any Liens (other than those arising under this Agreement) Liens, and has sole and unrestricted voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cd) Other than to the filing by Shareholder knowledge of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Actsuch Shareholder, none of the execution and delivery of this Agreement by Shareholdersuch Shareholder does not, and the consummation performance by such Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof will not, violate or conflict with, result in a breach of or constitute a default (ior an event that with notice or lapse of time or both would become a default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on (in each case, with or without the passage of time or the occurrence of any other event) any Shares or New Shares pursuant to, any Contract or other Permit obligation or any order, arbitration award, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound, or any Law, statute, rule or regulation to which such Shareholder is subject or, in the event that such Shareholder is a corporation, partnership, trust or other entity, any certificate of incorporation, bylaw or similar organizational document of such Shareholder; (e) the execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or regulatory authority by such Shareholder except for applicable requirements, if any, of the Exchange Act; (f) no investment banker, broker, finder or other intermediary is entitled to a fee or commission from ListCo or Company in respect of this Agreement based upon any other Person Contract made by or on behalf of such Shareholder; and (g) as of the date of this Agreement, there is no Action pending or, to the knowledge of such Shareholder, (ii) results threatened against such Shareholder that would reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction under which it is organized. (b) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement and Agreement, to fulfill and perform its obligations hereunder. hereunder and to consummate the transactions contemplated hereby. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Shareholder, and no other proceedings on the part of Shareholder are necessary to authorize this Agreement or to consummate the transactions so contemplated. (d) This Agreement has been duly and validly executed and delivered by Shareholder and, assuming this Agreement constitutes a valid and binding obligation of each of Parent and Merger Sub, constitutes a legal, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (be) Shareholder is the record The execution, delivery and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing performance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, and the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof do not and will not (i) requires any consent contravene or other Permit of, or filing conflict with or notification to, any Governmental Entity or any other Person by Shareholderits organizational documents, (ii) results in assuming that all consents, authorizations and approvals contemplated by subsection (f) below have been obtained and all filings described therein have been made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or breach ofdecree binding upon or applicable to Shareholder or any of its properties; or (iii) conflict with, or constitutes result in the breach or termination of or constitute a default (with or without the giving of notice or the lapse of time or both) a default (under, or gives give rise to any third party right of termination, cancellation, material modification or acceleration) loss of any benefit to which Shareholder is entitled under any provision of any agreement, contract, license or other instrument binding upon Shareholder or any of its properties, or allow the acceleration of the terms, conditions or provisions performance of any organizational document obligation of Shareholder under any indenture, mortgage, deed of trust, lease, license, contract, instrument or Contract other agreement to which Shareholder is a party or by which Shareholder Shareholder, its assets or any of properties is subject or bound, other than such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to prevent, delay or impair Shareholder’s properties or assets (including 's ability to consummate the Owned Securities) may be bound,transactions contemplated by this Agreement. (iiif) violates The execution, delivery and performance by Shareholder of this Agreement and the consummation of the transactions contemplated hereby by Shareholder require no filings, notices, declarations, consents or other actions to be made by Shareholder with, nor are any Order approvals or Law applicable other confirmations or consents required to be obtained by Shareholder from any Governmental Entity (except those the failure of which to make, give or any of obtain, individually or in the aggregate, would not reasonably be expected to prevent, delay or impair, Shareholder’s properties or assets (including 's ability to consummate the Owned Securitiestransactions contemplated by this Agreement), other than filings, notices, approvals, confirmations, consents, declarations or (iv) results in an Encumbrance upon any decisions required by the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)1976, as amended.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) On the date hereof, Shareholder Beneficially Owns the outstanding shares of Seller Common Stock set forth on the signature page hereto and holds stock options and warrants to purchase the number of shares of Seller Common Stock set forth on the signature page hereto. On the date hereof, such shares constitute all of the outstanding shares of Seller Common Stock Beneficially Owned by Shareholder and all of the shares of Seller Common Stock subject to stock options or warrants held by Shareholder. On the date hereof, there are no outstanding options or other rights to acquire from Shareholder, or obligations of Shareholder to sell, any shares of Seller Common Stock. Except as permitted by this Agreement, the shares of Seller Common Stock set forth on the signature page hereto are held by Shareholder, or by a nominee or custodian for the benefit of Shareholder, free and clear of all mortgages, claims, charges, liens, security interests, pledges, options, proxies, voting trusts or agreements (“Encumbrances”), except for any such Encumbrances arising hereunder. (b) Shareholder has the requisite capacity legal capacity, power and authority to execute and deliver this Agreement and to fulfill enter into and perform its all of Shareholder’s obligations hereunderunder this Agreement. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general equitable principles. (bc) Shareholder is the record Except for any applicable filings under federal and Beneficial Ownerstate securities laws, free no filing with, and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andno permit, except as provided in this Agreementauthorization, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, any Governmental Entity is required to be made or any other action on obtained by Shareholder for the part execution of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing compliance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of provisions hereof. Neither the execution and delivery of this Agreement by Shareholder, Shareholder nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification acceleration, redemption or accelerationpurchase) under any of the terms, conditions or provisions of any organizational document note, bond, mortgage, indenture, deed of trust, license, lease, agreement or Contract other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets is bound, or (including the Owned Securitiesii) may be bound, (iii) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of the Existing Shares. (d) Shareholder understands and acknowledges that Buyer is entering into, and causing Merger Sub to enter into, the Merger Agreement in reliance upon Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any concurrent execution and delivery of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)this Agreement.

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement and to fulfill and perform its his obligations hereunder. No other proceedings or actions on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the record holder and Beneficial Ownerbeneficial owner of the Owned Shares which, as of the date hereof, are set forth on the signature page hereto. Shareholder has good and marketable title to all of the Owned Shares, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andall liens, except as provided in this Agreementclaims, has full options, proxies, voting agreements, security interests, charges and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securitiesencumbrances. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A Shares constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereofShareholder, and other than as may be reflected on Exhibit Aexcept for the Owned Shares and shares of Company Common Stock issuable upon exercise of options held by Shareholder, neither Shareholder does not have nor any of his Affiliates Beneficially Owns or has any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Company Common Stock or any securities convertible into Company Common Stock. Except as provided in Section 3(b) hereof and in this Section 5(c), any Securities or any Convertible SecuritiesShareholder has sole power to vote and to dispose of the Owned Shares. (cd) Other than Except for the filing by Shareholder of any reports with the SEC required by items disclosed in clauses (a) through (f) in Section 13(d) or 16(a) 3.4 of the Exchange ActMerger Agreement, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes constitute (with or without notice or lapse of time or both) a default (or gives give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document note, loan agreement, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or Contract other instrument or obligation of any kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s his properties or assets (including the Owned SecuritiesShares) may be bound, , or (iiiB) violates violate any Order order, writ, injunction, decree, judgment, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s its properties or assets assets. (including e) Shareholder understands and acknowledges that Parent is entering into, and causing the Owned Securities)Purchaser to enter into, the Merger Agreement, and is incurring the obligations set forth therein, in reliance upon Shareholder's execution and delivery of this Agreement. (f) No broker, investment banker, financial adviser or (iv) results other intermediary is entitled to any brokerage, finder's or other fee or commission in an Encumbrance connection with the transactions contemplated hereby or by the Merger Agreement based upon arrangements made by or on behalf of Shareholder or any of Shareholder’s properties his Representatives. (g) Shareholder agrees with and covenants to Parent that Shareholder shall not request that the Company or assets Parent, as the case may be, register the Transfer (including book-entry or otherwise) of any certificated or uncertificated interest representing any of the Owned Securities securities of the Company or Beneficially Owned Securities)of Parent, as the case may be, unless such Transfer is made in compliance with this Agreement.

Representations and Warranties of Shareholder. The Shareholder (in the Shareholder’s capacity as a record and beneficial owner of the Shareholder Securities) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Amalgamation Sub as follows: (a) As of the time of execution of this Agreement, the Shareholder (i) is the record and beneficial owner of the Shares (together with any Shares which the Shareholder may acquire at any time in the future during the term of this Agreement, the “Shareholder Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Company Securities. (b) The Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Amalgamation Sub, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by the Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which the Shareholder is a party or by which the Shareholder or any of her assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay the Shareholder’s properties performance of her obligations under this Agreement. Assuming compliance with the applicable provisions of the PRC Anti-Monopoly Law, and assuming all notifications, filings, registrations, permits, authorizations, consents or assets approvals to be obtained or made by the Company, Parent or Amalgamation Sub in connection with the Amalgamation Agreement and the transactions contemplated thereby are obtained or made, the consummation by the Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to the Owned SecuritiesShareholder or (ii) may be bound,require any consent, approval, or notice under any legal requirements applicable to the Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay the Shareholder’s performance of her obligations under this Agreement. (iiie) violates The Shareholder Securities held by the Shareholder, and the certificates, if any, representing the Shareholder Securities held by the Shareholder are now, and, subject to SECTION 3(b), at all times during the term hereof will be, held by the Shareholder, free and clear of all liens and encumbrances, except for any Order such liens or Law encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) The Shareholder has full voting power, with respect to her Shareholder Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of her Shareholder Securities. The Shareholder Securities held by the Shareholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities. (g) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of the Shareholder, threatened against the Shareholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by the Shareholder of her obligations under this Agreement or otherwise adversely impact the Shareholder’s properties or assets ability to perform her obligations hereunder. (including h) The Shareholder has received and reviewed a copy of the Owned Securities), or (iv) results Amalgamation Agreement. The Shareholder understands and acknowledges that Parent and Amalgamation Sub are entering into the Amalgamation Agreement in an Encumbrance reliance upon any of the Shareholder’s properties execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of the Shareholder.

Representations and Warranties of Shareholder. Each Shareholder hereby severally and not jointly represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, STX as follows: (a) Such Shareholder (i) is the beneficial owner of the Owned Eros Shares (together with any additional Shares or other voting securities of Eros of which such Shareholder may be deemed to have legal and/or beneficial ownership as of the date hereof or acquires legal and/or beneficial ownership after the date hereof, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, which such Shareholder may acquire at any time in the future during the term of this Agreement, such “Shareholder’s Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement, free and clear of liens other than as created by this Agreement and (ii) as of the date hereof, except for the Owned Eros Shares, neither holds nor has any beneficial ownership interest in any other shares of Eros’s capital stock or any option, warrant, right or other voting securities convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). Such Shareholder has either sole power or shared power solely with another Shareholder party to this Agreement to (i) vote, dispose or direct the voting and disposition, (ii) demand or direct the demand for appraisal rights and (iii) agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shareholder’s Securities, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. Such Shareholder’s Securities are not subject to any voting trust agreement or other Contract or agreement to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of such Shareholder’s Securities. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of such Shareholder’s Securities, except as contemplated by this Agreement. (b) Each such Shareholder which is a body corporate is duly organized/incorporated, validly existing and in good standing under the laws of the jurisdiction of its formation/incorporation and has all requisite capacity power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each such Shareholder which is a body corporate, the performance by such Shareholder of its obligations hereunder and the performance by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or the performance by such Shareholder of the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder STX, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is Except for the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) applicable requirements of the Owned Securities andExchange Act, except as provided in this Agreement, has full (i) and unrestricted power to dispose of and vote all assuming compliance with the applicable provisions of the Owned Securities without U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), if applicable, and any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, no filing with, and no permit, authorization, consent or approval of, or any other action Governmental Authority is necessary on the part of any other Personsuch Shareholder for the execution, delivery and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery performance of this Agreement by Shareholder, such Shareholder or the consummation performance by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the performance by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (iA) requires conflict with or violate, any consent provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or other Permit violation of, or filing constitute a default (or an event which, with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both, would become a default) a default (under, or gives rise give to others any third party right rights of termination, cancellationamendment, material modification acceleration or acceleration) under cancellation of, or result in the creation of a lien on such property or asset of such Shareholder pursuant to, any of the terms, conditions or provisions of any organizational document or Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, except for such violations, defaults or conflicts as would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets (including the Owned Securities) may be bound,assets. (iiie) violates There is no action, suit, investigation, complaint or other proceeding pending against any Order or Law applicable such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by STX of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (f) Such Shareholder has received and reviewed a copy of the Merger Agreement. Such Shareholder understands and acknowledges that STX is entering into the Merger Agreement in reliance upon such Shareholder’s properties execution, delivery and performance of this Agreement. (g) No broker, investment bank, financial advisor or assets other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Shareholder (including the Owned Securities), it being understood that arrangements of Eros or (iv) results in its other Affiliates shall not be deemed to be an Encumbrance upon any arrangement of such Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Each Shareholder hereby, severally and on its own account with respect to such Shareholder’s Shares and not jointly with the other Shareholders, represents and warrants , to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Such Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. (b) Such Shareholder has the legal capacity or requisite capacity entity power and authority authority, as the case may be, to execute and deliver this Agreement and to fulfill consummate the transactions contemplated hereby. If such Shareholder is an entity, it is duly organized, validly existing and perform in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its obligations hereunder. formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder such Shareholder, enforceable by Parent against such Shareholder in accordance with its termsterms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a Proceeding at law or in equity (the “Bankruptcy and Equity Exception”)). (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by such Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any such violation, default or conflict which would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement. Except as contemplated by the Merger Agreement, the consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, injunction or decree applicable to such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s properties organizational documents or assets (including the Owned Securities) may be bound, (iii) violates require any Order consent, approval, or Law notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of its obligations under this Agreement. (e) The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder or by a nominee or custodian for the benefit of such Shareholder or its clients, or by its clients (or the clients of one of its affiliates), free and clear of all encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except (i) or any applicable restrictions on transfer under applicable securities laws and (ii) for encumbrances created by this Agreement (“Permitted Liens”). (f) Such Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of such Shareholder’s properties Shares and except for Permitted Liens. (g) As of the date hereof, there is no action pending or, to the knowledge of such Shareholder , threatened against such Shareholder at law or assets (including equity before or by any Governmental Entity that would reasonably be expected to impair or materially delay the Owned Securities), or (iv) results in an Encumbrance upon any performance by such Shareholder of such Shareholder’s properties obligations under this Agreement. (h) Such Shareholder has received and reviewed a substantially final draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of such Shareholder in its capacity as such.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent Delta that: 2.1 The Shares will be acquired by Shareholder for investment for an indefinite period, for Shareholder's own account, not as of a nominee or agent, and not with a view to the date of this Agreement, as of the date sale or distribution of any Shareholder Meeting (part, and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legalno present intention of selling, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval ofgranting participation in, or any other action on otherwise distributing in, or otherwise distributing the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than same except as may be reflected on Exhibit A, permitted by the Securities Act of 1933 as amended (the "Act"). 2.2 Shareholder does not have any right contract, undertaking, agreement or arrangement with any person to acquire (whether currentlysell, upon lapse of timetransfer, following or grant participation to such person or to any third person, with respect to the satisfaction of any conditionsShares. 2.3 Shareholder understands that the Shares have not been registered under the Act, in reliance upon the occurrence of any event or any combination exemptions from the registration provisions of the foregoing)Act contained in Section 4(2) thereof, and any Securities or any Convertible Securitiescontinued reliance on such exemption is predicated on the representations of the Shareholder set forth herein. (c) Other than 2.4 Shareholder understands that the filing by Shares must be held indefinitely unless the sale or other transfer hereof is subsequently registered under the Act, or an exemption from such registration is available. Shareholder of further understands that Delta is under no obligation to register the Shares on his behalf or to assist him in complying with any reports with exemption from registration. 2.5 Shareholder will not transfer the SEC required by Section 13(d) Shares without registering them under applicable federal or 16(a) state securities laws unless the transfer is exempt from registration. Shareholder acknowledges that Delta may not allow a transfer of the Shares unless the transferee meets certain conditions. Shareholder understands that legends will be placed on certificates representing the Shares, with respect to the above restriction on resale or other disposition of the Shares and that stop transfer instructions have or will be placed with respect to the Shares so as to restrict the assignment, resale or other disposition thereof. 2.6 Delta will direct its transfer agent to place such a stop transfer order on its books respecting transfer of the Shares and the certificate or certificates representing the Shares will bear the following legend or a legend substantially similar thereto: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF: (1) AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." 2.7 Shareholder understands that Rule 144, promulgated by the Securities and Exchange Commission under the Act, none may not be currently available for sale of the execution Shares, and delivery of this Agreement by Shareholder, there is no assurance that it will be available at any particular time in the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof future. Such sales in reliance upon Rule 144 may only be (i) requires any consent in limited quantities after the securities have been held for one year after being issued by Delta or other Permit ofan affiliate of Delta, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation unlimited quantities by non-affiliates after the securities have been held for two years after being issued by Delta or breach ofan affiliate of Delta, or constitutes (in each case in accordance with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any the conditions of the termsRule, conditions or provisions all of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets must be met (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable requirement, if applicable, that adequate information concerning Delta is then available to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securitiespublic).

Representations and Warranties of Shareholder. The Shareholder (in the Shareholder’s capacity as a record and/or beneficial owner of the Shareholder Securities) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Amalgamation Sub as follows: (a) As of the time of execution of this Agreement, the Shareholder (i) is the record and/or beneficial owner of the Shares (together with any Shares which the Shareholder may acquire at any time in the future during the term of this Agreement, the “Shareholder Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Company Securities. (b) The Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Amalgamation Sub, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by the Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which the Shareholder is a party or by which the Shareholder or any of his assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay the Shareholder’s properties performance of his obligations under this Agreement. Assuming compliance with the applicable provisions of the PRC Anti-Monopoly Law, and assuming all notifications, filings, registrations, permits, authorizations, consents or assets approvals to be obtained or made by the Company, Parent or Amalgamation Sub in connection with the Amalgamation Agreement and the transactions contemplated thereby are obtained or made, the consummation by the Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to the Owned SecuritiesShareholder or (ii) may be bound,require any consent, approval, or notice under any legal requirements applicable to the Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay the Shareholder’s performance of his obligations under this Agreement. (iiie) violates The Shareholder Securities held by the Shareholder, and the certificates, if any, representing the Shareholder Securities held by the Shareholder are now, and, subject to SECTION 3(b), at all times during the term hereof will be, held by the Shareholder, free and clear of all liens and encumbrances, except for any Order such liens or Law encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) The Shareholder has full voting power, with respect to his Shareholder Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his Shareholder Securities. The Shareholder Securities held by the Shareholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities. (g) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of the Shareholder, threatened against the Shareholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by the Shareholder of his obligations under this Agreement or otherwise adversely impact the Shareholder’s properties or assets ability to perform his obligations hereunder. (including h) The Shareholder has received and reviewed a copy of the Owned Securities), or (iv) results Amalgamation Agreement. The Shareholder understands and acknowledges that Parent and Amalgamation Sub are entering into the Amalgamation Agreement in an Encumbrance reliance upon any of the Shareholder’s properties execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of the Shareholder.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) As of the date hereof, the Shareholder is the beneficial owner of and possesses the absolute power to vote, or direct the voting of, and to sell all the Shares, and the Shares include all shares of Company Stock with respect to which Shareholder has the right, power or authority to vote or sell and Shareholder does not own or have any right to acquire any other shares of Company Stock, except for employee stock options. (b) Shareholder has all requisite capacity power and authority to execute and deliver this Agreement Agreement, to vote the Shares in accordance with Sections 1 and 2 hereof, to fulfill grant the Option, to sell the Option Shares in accordance with Section 3, and otherwise to perform its obligations hereunder. This ; and this Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. terms (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as enforcement may be reflected on Exhibit Alimited by bankruptcy, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoinginsolvency and similar laws affecting creditors rights generally and by general equitable principles), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the The execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation by Shareholder of the transactions contemplated hereby or compliance by hereby, including, without limitation, the agreement of Shareholder with any to vote of the provisions hereof (i) requires any consent Shares in accordance with Sections 1 and 2 hereof, to grant the Option, to sell the Option Shares in accordance with Section 3, will not, constitute a breach or other Permit violation of, or filing with or notification toa default under, any Governmental Entity agreement, indenture or other instrument to which the Shareholder or, to the best of Shareholder's knowledge, the Company is a party which breach, violation or default could reasonably be expected to have any adverse effect on the Shareholder's ability to perform its obligations hereunder. (d) The consummation of the transactions contemplated by this Agreement, including, without limitation, the agreement of Shareholder to vote the Shares in accordance with Sections 1 and 2 hereof, to grant the Option, to sell the Option Shares in accordance with Section 3, will not require any consent, waiver or approval under any such judgment, decree, order, governmental permit or license, or agreement, indenture or instrument referred to in Section 5(c) hereof, other than any consents, waivers or approvals contemplated by the Merger Agreement and the schedules thereto or such consents, waivers or approvals the absence of which would not have an adverse effect on the transactions contemplated by this Agreement or any adverse effect on the Shareholder's ability to perform its obligations hereunder or thereunder. (e) The Shares are now and will at all times during the term of this Agreement be held of record and beneficially by the Shareholder free and clear of all liens, claims, security interests or any other Person by Shareholderencumbrances whatsoever, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to other than restrictions upon resale which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order imposed by Federal or Law applicable state securities laws and other than Option Shares sold to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)Parent hereunder.

Representations and Warranties of Shareholder. The Shareholder (in the Shareholder’s capacity as a beneficial owner of the Shareholder Securities) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Amalgamation Sub as follows: (a) As of the time of execution of this Agreement, the Shareholder (i) is the beneficial owner of the Shares (together with any Shares which the Shareholder may acquire at any time in the future during the term of this Agreement, the “Shareholder Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Company Securities. (b) The Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by the Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Amalgamation Sub, this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by the Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which the Shareholder is a party or by which the Shareholder or any of its assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay the Shareholder’s properties performance of its obligations under this Agreement. Assuming compliance with the applicable provisions of the PRC Anti-Monopoly Law, and assuming all notifications, filings, registrations, permits, authorizations, consents or assets approvals to be obtained or made by the Company, Parent or Amalgamation Sub in connection with the Amalgamation Agreement and the transactions contemplated thereby are obtained or made, the consummation by the Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to the Owned SecuritiesShareholder, (ii) may be bound, require any consent, approval, or notice under any legal requirements applicable to the Shareholder, other than as required under the Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay the Shareholder’s performance of its obligations under this Agreement, or (iii) violates violate any Order or Law applicable to Shareholder or any provision of the Shareholder’s properties or assets organizational documents. (including e) The Shareholder Securities held by the Owned SecuritiesShareholder, and the certificates, if any, representing the Shareholder Securities held by the Shareholder are now, and, subject to SECTION 3(b), at all times during the term hereof will be, held by the Shareholder, free and clear of all liens and encumbrances, except for any such liens or encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (ivcollectively, “Permitted Encumbrances”). (f) results The Shareholder has full voting power, with respect to its Shareholder Securities, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in an Encumbrance upon this Agreement, in each case with respect to all of its Shareholder Securities. The Shareholder Securities held by the Shareholder are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities. (g) As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of the Shareholder, threatened against the Shareholder at law or equity before or by any Governmental Authority that could reasonably be expected to impair or materially delay the performance by the Shareholder of its obligations under this Agreement or otherwise adversely impact the Shareholder’s properties ability to perform its obligations hereunder. (h) The Shareholder has received and reviewed a copy of the Amalgamation Agreement. The Shareholder understands and acknowledges that Parent and Amalgamation Sub are entering into the Amalgamation Agreement in reliance upon the Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of the Shareholder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) the Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its the Shareholder’s obligations hereunder. This ; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Buyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable by Parent against Shareholder in accordance with its terms.terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles); (bc) the Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Owned Securities andShares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as provided contemplated by this Agreement (the Shareholder agrees to promptly notify Buyer in writing of the nature and amount of any Shares acquired after the date of this Agreement, has full and unrestricted power such Shares shall be subject to dispose the foregoing representations and warranties); (d) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 (including any restricted shares of Common Stock the vesting of which accelerates at or prior to the Effective Time) shall be converted into, as provided in and vote all subject to the limitations set forth in the Merger Agreement, the right to receive 8.699 shares of Buyer Common Stock, plus cash for any fractional shares in accordance with Section 2.03 of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.Merger Agreement; (ce) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the performance by the Shareholder of his obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or compliance conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder with is bound, or any statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the provisions hereof Shareholder; and (if) requires the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or any other Person by Shareholder, (ii) results in a violation or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by the Shareholder of time or both) a default (or gives rise to his obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder Each Shareholder, severally but not jointly, hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) Except as otherwise disclosed in writing to Buyer prior to the date hereof, (i) such Shareholder is the beneficial or record owner of the shares of capital stock of Target indicated on the signature page of this Agreement free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances; (ii) such Shareholder does not beneficially own any securities of Target other than the shares of capital stock and rights to purchase shares of capital stock of Target set forth on the signature page of this Agreement; (iii) such Shareholder has the requisite capacity full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to fulfill grant the irrevocable proxy as set forth in Section 4; and perform its obligations hereunder. This (iv) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder enforceable by Parent against Shareholder him in accordance with its terms. Prior to the termination of this Agreement, such Shareholder agrees to promptly notify Buyer of any additional shares of capital stock of Target that such Shareholder becomes the beneficial owner of after the date hereof. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) As of the Owned Securities anddate hereof and for so long as this Agreement remains in effect (including as of the date of the Shareholders Meeting, except as provided in which, for purposes of this Agreement, includes any adjournment or postponement thereof), except for this Agreement or as otherwise permitted by this Agreement, such Shareholder has full legal power, authority and unrestricted power right to dispose of and vote all of the Owned Securities Shares then owned of record or beneficially by him, in favor of the approval and authorization of the Proposed Transaction without the consent or approval of, or any other action on the part of of, any other Personperson or entity (including, and without limitation, any governmental entity). Without limiting the generality of the foregoing, such Shareholder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Shares, granted any person or entity any proxy inconsistent (revocable or irrevocable) or power of attorney with this Agreement that is still effective respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any voting arrangement or similar agreement with respect toany person or entity limiting or affecting his legal power, the Owned Securities authority or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following vote the satisfaction of Shares on any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesmatter. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the The execution and delivery of this Agreement and the performance by Shareholder, the consummation by such Shareholder of the transactions contemplated hereby his agreements and obligations hereunder will not result in any breach or compliance by Shareholder with any violation of the provisions hereof (i) requires any consent or other Permit of, or filing be in conflict with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) constitute a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions term of any organizational document agreement, judgment, injunction, order, decree, law, regulation or Contract arrangement to which such Shareholder is a party or by which such Shareholder (or any of his assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely in any material respect affect such Shareholder’s properties ability to perform his obligations under this Agreement or assets (including render materially inaccurate any of the Owned Securities) may be bound,representations made by him herein. (iiid) violates Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer, Sub or Target in respect of this Agreement based upon any Order arrangement or Law applicable agreement made by or on behalf of such Shareholder. (e) Such Shareholder has provided true, correct and complete copies of any pledge agreement or other documents pursuant to Shareholder which such shareholder has granted any pledge, lien or other encumbrance over any of the Shares. (f) Each Shareholder understands and acknowledges that Buyer, Sub and Target are entering into the Merger Agreement in reliance upon such Shareholder’s properties or assets (including execution and delivery of this Agreement and the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)representations and warranties contained herein.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. (b) Shareholder has the legal capacity or requisite capacity entity power and authority authority, as the case may be, to execute and deliver this Agreement and to fulfill consummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized, validly existing and perform in good standing under the laws of the state of its obligations hereunder. formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly executed and delivered by Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (bd) If Shareholder is an individual and the record Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and Beneficial Ownerbinding obligation of Shareholder, free this Agreement has been duly executed and clear of any Liens (other than those arising under this Agreement) of the Owned Securities delivered by Shareholder’s spouse and, except as provided assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of Shareholder’s spouse, enforceable against such spouse in this Agreementaccordance with its terms, has full subject to (i) laws of general application relating to bankruptcy, insolvency and unrestricted power to dispose the relief of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Persondebtors, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to(ii) rules of law governing specific performance, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, injunctive relief and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesequitable remedies. (ce) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound, except for any such violation, default or conflict which would not prevent or delay the performance by Shareholder of any of its obligations under this Agreement. The consummation by Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, injunction or decree applicable to Shareholder, (ii) if Shareholder is an entity, conflict with or violate Shareholder’s organizational documents (iii) require any consent, approval, or notice under any law applicable to Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. (f) The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, by a nominee or custodian for the benefit of Shareholder or its clients, free and clear of all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) any such Liens arising hereunder, (ii) any applicable restrictions on transfer under state or federal securities laws and (iii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares (collectively, “Permitted Liens”). (g) Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent Shareholder from complying with the terms of this Agreement). (h) There is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by Shareholder of Shareholder’s properties or assets (including the Owned Securities) may be bound,obligations under this Agreement. (iiii) violates any Order or Law applicable to Shareholder or any has received and reviewed a substantially final draft of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s properties execution, delivery and performance of this Agreement. (j) No broker, investment bank, financial advisor or assets (including other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities), transactions contemplated by this Agreement based upon arrangements made by or (iv) results on behalf of Shareholder in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)its capacity as such.

Representations and Warranties of Shareholder. Shareholder represents represents, warrants and warrants certifies to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder is the holder and beneficial owner of the Shares and, except as contemplated by the Reorganization Agreement and the Voting Agreement referred to therein, has good and valid title to the Shares free and clear of any liens, pledges, security interests, adverse claims, equities, options, proxies, charges, encumbrances or restrictions of any nature. The Shares are the only shares of the capital stock and the Options and Warrants are the only other securities of the Company held by Shareholder. Except as contemplated by the Reorganization Agreement and the Voting Agreement referred to therein, Shareholder has the requisite capacity ability to vote all of the Shares at any meeting of the shareholders of the Company, or by written 1. consent in lieu of any such meeting. Except as contemplated by the Reorganization Agreement and authority the Voting Agreement referred to therein, Shareholder has not appointed or granted any proxy or entered into any agreement, contract, commitment or understanding with respect to any of the Shares. Except as set forth below Shareholder's signature on the last page of this Letter, Shareholder does not hold or have the right to receive any options, warrants or other rights to acquire shares of capital stock of the Company. Upon completion of the Merger, Parent shall have acquired full legal and beneficial title to Shareholder's Shares. Shareholder will, upon request, execute and deliver this Agreement any additional documents deemed by Parent to be reasonably necessary or desirable to complete the cancellation of all Shareholder's Shares as provided for in the Reorganization Agreement. (b) Shareholder has the absolute and unrestricted right, power, authority and capacity to fulfill enter into, execute, deliver and perform its all of his obligations hereunder. under this Letter. (c) The execution, delivery and performance of this Letter have been duly authorized by all necessary action on the part of the Shareholder. (d) This Agreement Letter (i) has been (or will when executed by Shareholder be) duly and validly executed by Shareholder, and delivered (ii) constitutes (or will when executed by Shareholder and constitutes constitute) a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and to rules of law governing specific performance, injunctive relief and other equitable remedies. (be) Shareholder is Neither the record and Beneficial Ownerexecution, free and clear delivery or performance of any Liens (other than those arising under this Agreement) Letter, nor the consummation of the Owned Securities andMerger, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent will directly or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof indirectly: (i) requires result in any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document agreement or Contract other instrument to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties the Shares is bound; or assets (including the Owned Securitiesii) may be bound, (iii) violates result in a violation of any Order law, rule, regulation, order, judgment or Law applicable decree to which Shareholder or any of the Shares is subject. No authorization, consent or approval of, or notice to, any person or entity is required to be obtained or given by Shareholder in connection with the execution, delivery or performance of this Letter. (f) There is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or before any court, tribunal, governmental body, governmental agency or arbitrator pending or, to the best of the knowledge of Shareholder’s properties , threatened against Shareholder that challenges or assets would challenge the execution and delivery of this Letter. (including g) Shareholder is aware (i) that the Owned SecuritiesParent Common Stock to be issued to Shareholder in the Merger will not be registered immediately and will not be issued pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), but will instead be issued in reliance on the exemption from registration set forth in Section 4(2) of the Act and in Regulation D under the Act, and (ii) that neither the Merger nor the issuance of such Parent Common Stock has been approved or reviewed by the Securities and Exchange Commission (ivthe "SEC") results or by any other governmental agency. (h) Shareholder is aware that, because the Parent Common Stock to be issued in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).Merger will not be registered immediately under the Act, such Parent Common Stock

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers of such Shareholder and have been duly authorized by all necessary action. If such Shareholder is an individual, he or she has the requisite capacity full legal capacity, right and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This Agreement Such Shareholder has been duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Shareholder and Buyer, this Agreement constitutes a such Shareholder’s legal, valid and binding agreement of Shareholder obligation, enforceable by Parent against Shareholder it in accordance with its termsterms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar legal requirements affecting creditors’ rights generally and by general principles of equity. If such Shareholder is married and any of the Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by Buyer, constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar legal requirements affecting creditors’ rights generally and by general principles of equity. (b) The Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) or owned of record by such Shareholder is the record and/or one or more of such stockholder’s Affiliates. Such Shareholder has and Beneficial Ownerwill have good and valid title to such Shares and New Shares, free and clear of any Liens (encumbrances other than those arising under pursuant to this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as As of the date hereof, such Shareholder’s Shares (and other than the applicable portion of the New Shares) constitute all of the shares of Seller Capital Stock beneficially owned or owned of record by such Shareholder and such Affiliates. Except as may be reflected on Exhibit Aprovided for herein, such Shareholder does not and certain Affiliates of such Stockholder collectively have any sole voting power (including the right to acquire control such vote as contemplated herein), sole power of disposition (whether currentlyexcept with respect to Shares underlying restricted stock awards issued to directors of Seller), upon lapse of timesole power to issue instructions with respect to the matters set forth in herein, following the satisfaction of any conditions, upon the occurrence of any event or any combination and sole power to agree to all of the foregoing)matters set forth in this Agreement, any Securities or any Convertible Securitiesin each case with respect to all of such Stockholder’s Shares and New Shares. (c) Other The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement will not, (i) if such Shareholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of such Shareholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Entity applicable to such Shareholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of such Shareholder pursuant to, any Contract, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder and/or any of its assets or properties is bound, except for any of the foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filing by Shareholder filings of any reports with the SEC required by Section 13(dSEC. (e) or 16(a) As of the Exchange Actdate hereof, none there is no Action pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (f) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Buyer or Seller in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder (other than as an officer or director of Seller). (g) Such Shareholder understands and acknowledges that Buyer is entering into the Purchase Agreement in reliance upon the execution and delivery of this Agreement by Shareholderthe Shareholders and the representations, the consummation by Shareholder warranties and covenants of the Shareholders contained herein. Such Shareholder understands and acknowledges that the Purchase Agreement governs the terms of the Purchase and the other transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)thereby.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder has the requisite full legal right, capacity and authority power to enter into, execute and deliver this Agreement and to fulfill and perform fully its obligations hereunderthereunder. This Agreement has been duly and validly executed and delivered by Shareholder Shareholder, and constitutes a legal, the valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is has, and at Closing will have, good and valid title to all of the record and Beneficial OwnerRedeemed Shares. The Redeemed Shares will be transferred by Shareholder to Company at Closing, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible SecuritiesLien. (c) Other than After giving effect to the filing by Closing, Shareholder will not hold, beneficially or of record, any reports with equity interests or rights in or to the SEC required by Section 13(dCompany. (d) or 16(a) Shareholder acknowledges that it has been furnished all materials relating to Company, its subsidiaries and affiliates, their business and affairs, the sale and redemption of the Exchange ActRedeemed Shares, none of and other materials, that it has requested, and that it has been afforded the execution opportunity to ask questions and delivery of this Agreement by Shareholder, receive answers concerning the consummation by Shareholder terms and conditions of the transactions contemplated hereby by this Agreement, and to obtain additional information which the Company or compliance by its subsidiaries and affiliates possess or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of any representations or information set forth in any such material. Shareholder with any further acknowledges that Company, its subsidiaries and affiliates, and their officers, directors, and managers, have answered all inquiries that Shareholder has made of them concerning the provisions hereof (i) requires any consent or other Permit ofCompany and its subsidiaries and affiliates, or filing with or notification to, any Governmental Entity or any other Person matters relating to the transactions contemplated by Shareholderthis Agreement. IN CONNECTION WITH THIS AGREEMENT AND THE RELATED TRANSACTIONS, SHAREHOLDER ACKNOWLEDGES THAT IT HAS BEEN ADVISED TO RETAIN LEGAL COUNSEL, AND HAS OTHERWISE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL BEFORE EXECUTING THIS AGREEMENT AND COMPLETING THE CONTEMPLATED TRANSACTIONS. (iie) results The per share purchase price of the Company’s Class A Common Shares subject to the Sunlight Redemption Agreement is the same as the per share purchase price for the Redeemed Shares. The Sunlight Redemption Agreement contains terms and conditions which vary from this Agreement, but such variances, when taken together, do not place Sunlight in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of materially advantageous position vis-à-vis the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, comScore as follows: (a) If such Shareholder is not an individual, the execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby are within the powers of such Shareholder and have been duly authorized by all necessary action. If such Shareholder is an individual, he or she has the requisite capacity full legal capacity, right and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This Agreement Such Shareholder has been duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Shareholder and comScore, this Agreement constitutes a such Shareholder’s legal, valid and binding agreement of Shareholder obligation, enforceable by Parent against Shareholder it in accordance with its termsterms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. If such Shareholder is married and any of the Shares or New Shares constitute community property or spousal approval is otherwise necessary for this Agreement to be legal, valid, binding and enforceable, this Agreement has been duly executed and delivered by, and, assuming the due authorization, execution and delivery by comScore, constitutes the legal, valid and binding obligation of, such Shareholder’s spouse, enforceable in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Legal Requirements affecting creditors’ rights generally and by general principles of equity. (b) The Shares are and the New Shares will be beneficially owned (as defined in Rule 13d-3 promulgated under the Exchange Act) or owned of record by such Shareholder is the record and Beneficial Ownerone or more of such stockholder’s Affiliates. Such Shareholder has and will have good and valid title to such Shares and New Shares, free and clear of any Liens (encumbrances other than those arising under pursuant to this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as As of the date hereof, such Shareholder’s Shares (and other than the applicable portion of the New Shares) constitute all of the shares of Rentrak Common Stock beneficially owned or owned of record by such Shareholder and such affiliates. Except as may be reflected on Exhibit Aprovided for herein, such Shareholder does not and certain Affiliates of such Stockholder collectively have any sole voting power (including the right to acquire control such vote as contemplated herein), sole power of disposition (whether currentlyexcept with respect to Shares underlying restricted stock awards issued to directors of Rentrak), upon lapse of timesole power to issue instructions with respect to the matters set forth in herein, following the satisfaction of any conditions, upon the occurrence of any event or any combination and sole power to agree to all of the foregoing)matters set forth in this Agreement, any Securities or any Convertible Securitiesin each case with respect to all of such Stockholder’s Shares and New Shares. (c) Other The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement will not, (i) if such Shareholder is not an individual, violate the certificate of formation, agreement of limited partnership, certificate of incorporation or similar organizational documents of such Shareholder, (ii) conflict with or violate any law, ordinance or regulation of any Governmental Authority applicable to such Shareholder or by which any of its assets or properties is bound, or (iii) conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any encumbrance on the properties or assets of such Shareholder pursuant to, any Contract, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder and/or any of its assets or properties is bound, except for any of the foregoing as would not reasonably be expected, either individually or in the aggregate, to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (d) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Authority, other than the filing by Shareholder filings of any reports with the SEC required by Section 13(dSEC. (e) or 16(a) As of the Exchange Actdate hereof, none there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against or affecting such Shareholder and/or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (f) No investment banker, broker, finder or other intermediary is entitled to a fee or commission from comScore or Rentrak in respect of this Agreement based upon any arrangement or agreement made by or on behalf of such Shareholder (other than as an officer or director of Rentrak). (g) Such Shareholder understands and acknowledges that comScore is entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by Shareholderthe Shareholders and the representations, the consummation by Shareholder warranties and covenants of the Shareholders contained herein. Such Shareholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)thereby.

Representations and Warranties of Shareholder. Shareholder represents hereby represents, warrants and warrants covenants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Purchaser as follows: (a) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement and to fulfill and perform its his obligations hereunder. No other proceedings or actions on the part of Shareholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, the valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its termsterms except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights and (ii) the remedy of specified performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (bc) Shareholder is the record holder and Beneficial Ownerbeneficial owner of the Owned Shares which, as of the date hereof, are set forth on the signature page hereto. Shareholder has good and marketable title to all of the Owned Shares, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andall liens, except as provided in this Agreementclaims, has full options, proxies, voting agreements, security interests, charges and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securitiesencumbrances. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A Shares constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereofShareholder, and other than as may be reflected on Exhibit Aexcept for the Owned Shares and shares of Company Common Stock issuable upon exercise of options held by Shareholder, neither Shareholder does not have nor any of his Affiliates Beneficially Owns or has any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of Company Common Stock or any securities convertible into Company Common Stock. Except as provided in Section 3(b) hereof and in this Section 5(c), any Securities or any Convertible SecuritiesShareholder has sole power to vote and to dispose of the Owned Shares. (cd) Other than Except for the filing by Shareholder of any reports with the SEC required by items disclosed in clauses (a) through (f) in Section 13(d) or 16(a) 3.4 of the Exchange ActMerger Agreement, none of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof shall (iA) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities).or

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (LLIT and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Newegg as follows: (a) If Shareholder is an entity: (i) Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by Shareholder have been duly authorized by all necessary action on the part of Shareholder and no other proceedings on the part of Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If Shareholder is an individual, Shareholder has the legal capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by or on behalf of Shareholder and, to Shareholder’s knowledge and assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Newegg and LLIT, constitutes a valid and binding agreement with respect to Shareholder, enforceable by Parent against Shareholder 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; (bc) Shareholder is beneficially owns the record number of Shares indicated opposite Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, in each case free and clear of any Liens (other than those arising under this Agreement) except as otherwise set forth in Schedule 1, and has sole and unrestricted voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cd) Other than to the filing by Shareholder knowledge of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange ActShareholder, none of the execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation performance by Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will not, violate or conflict with, result in a breach of or constitute a default (ior an event that with notice or lapse of time or both would become a default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on (in each case, with or without the passage of time or the occurrence of any other event) any Shares or New Shares pursuant to, any Contract or other Permit obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any Law, statute, rule or regulation to which Shareholder is subject or, in the event that Shareholder is a corporation, partnership, trust or other entity, any certificate of incorporation, bylaw or similar organizational document of Shareholder; (e) the execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or regulatory authority by Shareholder except for applicable requirements, if any, of the Exchange Act; (f) no investment banker, broker, finder or other intermediary is entitled to a fee or commission from LLIT or Newegg in respect of this Agreement based upon any other Person Contract made by or on behalf of Shareholder; and (g) as of the date of this Agreement, there is no Action pending or, to the knowledge of Shareholder, (ii) results threatened against Shareholder that would reasonably be expected to prevent or delay the performance by Shareholder of his, her or its obligations under this Agreement in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Each Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (LLIT and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Newegg as follows: (a) If Shareholder is an entity: (i) such Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) such Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform such Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of such Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by such Shareholder have been duly authorized by all necessary action on the part of such Shareholder and no other proceedings on the part of such Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby. If such Shareholder is an individual, such Shareholder has the legal capacity to execute and deliver this Agreement, to perform its such Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by or on behalf of such Shareholder and, to such Shareholder’s knowledge and assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Newegg and LLIT, constitutes a valid and binding agreement with respect to such Shareholder, enforceable by Parent against such Shareholder 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; (bc) such Shareholder is beneficially owns the record number of Shares indicated opposite such Shareholder’s name on Schedule 1, and Beneficial Ownerwill own any New Shares, in each case free and clear of any Liens (other than those arising under this Agreement) Liens, and has sole and unrestricted voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cd) Other than to the filing by Shareholder knowledge of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Actsuch Shareholder, none of the execution and delivery of this Agreement by Shareholdersuch Shareholder does not, and the consummation performance by such Shareholder of his, her or its obligations hereunder and the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof will not, violate or conflict with, result in a breach of or constitute a default (ior an event that with notice or lapse of time or both would become a default) requires under, or give to others any consent rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on (in each case, with or without the passage of time or the occurrence of any other event) any Shares or New Shares pursuant to, any Contract or other Permit obligation or any order, arbitration award, judgment or decree to which such Shareholder is a party or by which such Shareholder is bound, or any Law, statute, rule or regulation to which such Shareholder is subject or, in the event that such Shareholder is a corporation, partnership, trust or other entity, any certificate of incorporation, bylaw or similar organizational document of such Shareholder; (e) the execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or regulatory authority by such Shareholder except for applicable requirements, if any, of the Exchange Act; (f) no investment banker, broker, finder or other intermediary is entitled to a fee or commission from LLIT or Newegg in respect of this Agreement based upon any other Person Contract made by or on behalf of such Shareholder; and (g) as of the date of this Agreement, there is no Action pending or, to the knowledge of such Shareholder, (ii) results threatened against such Shareholder that would reasonably be expected to prevent or delay the performance by such Shareholder of his, her or its obligations under this Agreement in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Each Shareholder (in such Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby severally and not jointly represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, such Shareholder (i) is the record and beneficial owner of the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, (together with any Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options and/or Company Warrants, with respect to each Shareholder, the “Shareholder Securities”) set forth opposite such Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock, Restricted Stock Units or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). (b) Such Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by such Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by such Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound (including, for the avoidance of doubt, any of the Preferred Stock Investment Agreements), except for such violations, defaults or conflicts as would not prevent or materially delay such Shareholder’s properties performance of its obligations under this Agreement. Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or assets approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by such Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to such Shareholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to such Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay such Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order or Law applicable provision of such Shareholder’s organizational documents. (e) The Shareholder Securities of each Shareholder and the certificates, if any, representing Shareholder Securities owned by such Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by such Shareholder or by a nominee or custodian for the benefit of such Shareholder, free and clear of all Encumbrances, except for (i) any such Encumbrances arising hereunder, (ii) any such Encumbrances arising under the Articles of Incorporation, that certain Amended and Restated Voting Agreement, dated as of December 4, 2009, or that certain Amended and Restated Investor Rights Agreement, dated as of February 12, 2009, (the “Preferred Stock Investment Agreements”), none of which limit such Shareholder’s properties ability, power and authority to enter into, and perform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) Such Shareholder has full voting power, with respect to his/her/its Common Shares and/or Preferred Shares, as applicable, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its Common Shares and/or Preferred Shares, as applicable, held in the name of such Shareholder. The Shareholder Securities of such Shareholder are not subject to any proxy, voting trust or assets other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements. (including g) As of the Owned Securities)time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or (iv) results in an Encumbrance upon equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by such Shareholder of its obligations under this Agreement or otherwise adversely impact such Shareholder’s properties ability to perform its obligations hereunder. (h) Such Shareholder has received and reviewed a copy of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of such Shareholder.

Representations and Warranties of Shareholder. Shareholder (in Shareholder’s capacity as a record and beneficial owner of Equity Interests) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, Shareholder (i) is the record and beneficial owner of the Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, (together with any Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock and/or Restricted Stock Units, as applicable, which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Company Options and/or Company Warrants, the “Shareholder Securities”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Common Shares, Preferred Shares, Company Warrants, Company Options, shares of Restricted Stock, Restricted Stock Units or any option, warrant, right or security convertible, exchangeable or exercisable therefor or other instrument, obligation or right the value of which is based on any of the foregoing (each, an “Equity Interest”). (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all Legal Requirements relating to fraudulent transfers), reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or Shareholder’s assets are bound (including, for the avoidance of doubt, any of the Preferred Stock Investment Agreements), except for such violations, defaults or conflicts as would not prevent or materially delay Shareholder’s properties performance of its obligations under this Agreement. Assuming receipt of the FCC Consent, compliance with the applicable provisions of the HSR Act, if applicable, and any applicable filing, notification or assets approval in any foreign jurisdiction required by Antitrust Laws, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to Shareholder, (ii) require any consent, approval, or notice under any Legal Requirement applicable to Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order or Law applicable provision of such Shareholder’s organizational documents. (e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by Shareholder or any by a nominee or custodian for the benefit of Shareholder’s properties or assets , free and clear of all Encumbrances, except for (including i) any such Encumbrances arising hereunder, (ii) any such Encumbrances arising under the Owned SecuritiesArticles of Incorporation (the “Preferred Stock Investment Agreements”), none of which limit Shareholder’s ability, power and authority to enter into, and perform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) Shareholder has full voting power, with respect to his/her/its Common Shares and/or Preferred Shares, as applicable, and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of his/her/its Common Shares and/or Preferred Shares, as applicable, held in the name of such Shareholder. The Shareholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements. (ivg) results in an Encumbrance upon any As of the time of execution of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by Shareholder of its obligations under this Agreement or otherwise adversely impact Shareholder’s properties ability to perform its obligations hereunder. (h) Shareholder has received and reviewed a copy of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of Shareholder.

Representations and Warranties of Shareholder. (a) Shareholder represents is the record and warrants to Parent as beneficial owner of, or Shareholder exercises voting power over, the shares of Company Common Stock indicated on the date final page of this Agreement, as of the date of any Shareholder Meeting (which, on and as of the date hereof, are free and clear of any adjournment Encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Shareholder and, except as set forth on such signature pages, the Shareholder holds no options or postponement thereof) and as warrants to purchase or rights to subscribe for or otherwise acquire any securities of the date Company and has no other interest in or voting rights with respect to any securities of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows:Company. (ab) Shareholder has the requisite capacity capacity, power and authority to execute and deliver enter into this Agreement and to fulfill consummate the transactions contemplated by this Agreement. The execution and perform its obligations hereunderdelivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. , except (bi) Shareholder is as the record same may be limited by applicable bankruptcy, insolvency, moratorium or similar laws of general application relating to or affecting creditors' rights, and Beneficial Owner(ii) for the limitations imposed by general principles of equity. The execution and delivery of this Agreement does not, free and clear of any Liens (other than those arising under this Agreement) the consummation of the Owned Securities andtransactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, except as provided conflict with, or result in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval any violation of, or any other action on the part of any other Person, and has not granted any proxy inconsistent default (with this Agreement that is still effective or entered into any voting without notice or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction or both) under, or give rise to a right of termination, cancellation or acceleration of any conditions, upon obligation which would result in the occurrence creation of any event Encumbrance (as defined in the Merger Agreement) upon any of the Shares owned by Shareholder under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on Shareholder or any combination of the foregoing)Shares owned by Shareholder. No consent, any Securities approval, order or any Convertible Securities. (c) Other than the filing by Shareholder authorization of any reports with the SEC Governmental Entity is required by Section 13(d) or 16(a) of the Exchange Act, none of with respect to Shareholder in connection with the execution and delivery of this Agreement by Shareholder, Shareholder or the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof this Agreement, except (i) requires any consent or other Permit offor applicable requirements, or filing with or notification toif any, any Governmental Entity or any other Person by Shareholderof the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and (ii) results where the failure to obtain such consents, approvals, orders or authorizations would not prevent or materially delay the performance by Shareholder of his, her or its obligations under this Agreement. If this Agreement is being executed in a violation representative or breach offiduciary capacity, or constitutes (with or without notice or lapse of time or both) a default (or gives rise the person signing this Agreement has full power and authority to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)enter into and perform such Agreement.

Representations and Warranties of Shareholder. Parent acknowledges that neither Shareholder nor any person on behalf of Shareholder makes any representation or warranty, whether express or implied, of any kind or character, except as expressly set forth in this Agreement. Shareholder represents and warrants to Parent warrants, as of the date hereof, that: (i) Shareholder is the beneficial owner of, and has the sole power to vote, 6,969,479 Company Shares (which, together with any shares of Company Shares over which Shareholder acquires record ownership or beneficial ownership on or after the date of this Agreement, are referred to as the “Voting Shares”); (ii) the most recent report filed by or on behalf of Shareholder with the Securities and Exchange Commission pursuant to Section 16 of the date Securities Exchange Act of 1934, as amended, is accurate in all material respects; and (iii) no proxies, if heretofore given in respect of any Shareholder Meeting (and as or all of the date of Voting Shares, are irrevocable, and any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows:such proxies have heretofore been revoked; (ai) Shareholder has the requisite capacity full legal right and authority to execute and deliver enter into this Agreement and to fulfill consummate the transactions contemplated hereby and perform its obligations hereunder. This (ii) this Agreement has been duly and validly executed and delivered by Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms.terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally and general principles of equity, including good faith and fair dealing, regardless of whether in a proceeding at equity or at law); and (bc) Shareholder is the record (i) no filing with, and Beneficial Ownerno permit, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities andauthorization, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, any state, federal or any other action foreign governmental authority is necessary on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of for the execution and delivery of this Agreement by ShareholderShareholder and, except as contemplated by the Merger Agreement, the consummation by Shareholder of the transactions contemplated hereby or and (ii) neither the execution and delivery of this Agreement by Shareholder nor the consummation by Shareholder of the transactions contemplated hereby nor compliance by Shareholder with any of the provisions hereof shall (ix) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results result in the creation of a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under lien on any of the termsVoting Shares or (y) violate any order, conditions writ, injunction, decree, statute, rule or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law regulation applicable to Shareholder or any of the Voting Shares, except in the case of (x) or (y) for liens, violations, breaches or defaults that would not in the aggregate materially impair the ability of Shareholder to perform Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)obligations hereunder.

Representations and Warranties of Shareholder. 1.1 Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Company and Principal Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: (a) Shareholder is the record and beneficial owner (for purposes of this Agreement, such term shall have the meaning set forth in Rule 13d-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, but without regard to any conditions (including the passage of time) to the acquisition of such shares) of, and has good and valid and marketable title to, the shares of Company Common Stock (the “Shares”) and the Company Ordinary Equivalents (the “Equity Equivalents”) indicated on the signature page hereto. (b) As of the date hereof, Shareholder is not the record or beneficial owner of any shares of Company Common Stock or other voting securities or instruments of the Company, other than the Shares and the Equity Equivalents. (c) Shareholder has all requisite capacity power and authority necessary to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (d) This Agreement has been duly and validly executed and delivered by Shareholder and this Agreement constitutes a legal, valid and binding agreement of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (be) Shareholder is Other than as required or permitted by this Agreement, the Shares and the Equity Equivalents are now and shall at all times during the term of this Agreement be owned of record and Beneficial Ownerby Shareholder, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any Liens other encumbrances or arrangements whatsoever with respect to the ownership, transfer or voting of the Shares or such Equity Equivalents (other than those arising or the shares of Company Common Stock for which such Equity Equivalents may be exercised or exchanged, as the case may be (the “Underlying Shares”)), in any such case that would, individually or in the aggregate, reasonably be expected to materially impair the ability of Shareholder to perform his obligations under this Agreement) Agreement or prevent or delay the consummation of any of the Owned Securities and, except as provided in transactions contemplated by this Agreement, has full and unrestricted power there are no outstanding options, warrants or rights to dispose of and vote all purchase or acquire, or agreements or arrangements relating to the voting of, any of the Owned Securities without Shares or the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and Underlying Shares other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesthis Agreement. (cf) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the The execution and delivery of this Agreement by Shareholder, Shareholder and the consummation performance by Shareholder of the transactions contemplated hereby its obligations hereunder will not (including with notice or compliance by Shareholder with any lapse of the provisions hereof time or both): (i) requires require any consent consent, approval, order, authorization or other Permit permit of, or registration or filing with or notification to, any Governmental Entity governmental entity or other party, except for the filing with the SEC of any other Person by ShareholderSchedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) results result in a any violation or the breach of, or constitutes (with or without notice or lapse of time or both) constitute a default (under, or gives give rise to any third party right of termination, cancellationcancellation or acceleration or any payments under, material modification or acceleration) under result in a loss of a benefit or in the creation or imposition of a lien under, any of the terms, conditions or provisions of any organizational document note, lease, mortgage, indenture, license, agreement or Contract other instrument or obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties its assets is bound that would, individually or assets (including in the Owned Securities) may aggregate, reasonably be bound,expected to materially impair the ability of Shareholder to perform his obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement; or (iii) violates violate the provisions of any Order order, writ, injunction, judgment, decree, statute, rule or Law regulation applicable to Shareholder in such a manner as would, individually or in the aggregate, reasonably be expected to materially impair the ability of Shareholder to perform his obligations under this Agreement or prevent or delay the consummation of any of the transactions contemplated by this Agreement. (g) Shareholder acknowledges receipt and review of the Merger Agreement and understands the terms and conditions thereof. Shareholder has had the opportunity to review this Agreement and the Merger Agreement with counsel of its own choosing. Shareholder understands and acknowledges that Company and Principal Shareholder is entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement. (h) No consent of Shareholder’s properties spouse is necessary under any “community property” or assets (other laws in order for Shareholder to enter into and perform its obligations under this Agreement. 1.2 Except where expressly stated to be given as of the date hereof only, the representations and warranties contained in this Agreement shall be made as of the date hereof and as of each date from the date hereof through and including the Owned Securities), or (iv) results in an Encumbrance upon any date of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)termination of this Agreement.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) Shareholder (i) is the record and/or beneficial owner of the shares of Company Common Stock (together with any shares of Company Common Stock that Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other shares of Company Common Stock or any performance based stock units, restricted stock, deferred stock units, option (including any granted pursuant to a Company Stock Plan), or warrants to acquire shares of Company Common Stock or other right or security convertible into or exercisable or exchangeable for shares of Company Common Stock. (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, constitutes the valid and binding obligation of Shareholder, enforceable by Parent against such Shareholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets are bound. The consummation by Shareholder of the transactions contemplated hereby will not (including the Owned Securitiesi) may be bound, (iii) violates violate any provision of any Order or Law applicable to Shareholder or (ii) require any consent, approval, or notice under any statute, law, rule or regulation applicable to Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. (e) The Shares and the certificates, if any, representing the Shares owned by Shareholder are now, and at all times during the term hereof will be, held by Shareholder, by a nominee or custodian for the benefit of Shareholder or by the Paying Agent for the Offer, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, options, rights (other than community property interests), understandings or arrangements or any other encumbrance or restriction whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Encumbrances”), except for (i) any such Encumbrances arising hereunder (in connection therewith any restrictions on transfer or any other Encumbrances have been waived by appropriate consent), (ii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares and (iii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”). (f) Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder’s properties execution and delivery of this Agreement. (g) No broker, investment bank, financial advisor or assets other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Shareholder (including except for fees payable by the Owned Securities), or (iv) results in an Encumbrance upon any Company to Bank of Shareholder’s properties or assets (including America as advisor to the Owned Securities or Beneficially Owned SecuritiesCompany).

Representations and Warranties of Shareholder. The Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, as follows: that (a) the Shareholder is a record or beneficial owner of the Shares, with power to vote the Shares or cause the Shares to be voted; (b) the Shares constitute the Shareholder's entire interest in the outstanding capital stock and voting securities of the Company, other than Shares that are subject to employee stock options or other rights to acquire capital stock of the Company; (c) no other person or entity not a signatory to this Agreement has a beneficial interest in or a right to acquire the Shares or any portion of the Shares; (d) the Shares are, and will be at all times up until the Expiration Date, free and clear of any liens, claims, options, charges or other encumbrances; (e) the Shareholder's address is accurately set forth on the signature page hereto; (f) the Shareholder has the requisite full power and legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its his or her obligations hereunder. This ; (g) this Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a legal, the valid and binding agreement obligation of Shareholder the Shareholder, enforceable by Parent against the Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit Alimited by (i) the effect of bankruptcy, Shareholder does not have any right insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to acquire the rights of creditors generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event considered in a proceeding in equity or any combination of the foregoing), any Securities or any Convertible Securities. at law; and (ch) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the consummation by Shareholder performance of the transactions contemplated hereby Shareholder's obligations hereunder will not, result in any breach of or compliance by Shareholder constitute a default (or an event that with any of the provisions hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or bothboth would become a default) a default (under, or gives rise give to others any third party right of terminationto terminate, cancellationamend, material modification accelerate or acceleration) under cancel any of right or obligation under, or result in the terms, conditions or provisions creation of any organizational document lien or Contract encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Shareholder is a party or by which the Shareholder or any the Shares of Shareholder’s properties New Shares are or assets (including the Owned Securities) may will be bound, (iii) violates any Order bound or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)affected.

Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Parent as of and the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: a) if Shareholder is an Entity: (ai) Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, (ii) Shareholder has the requisite capacity all necessary power and authority to execute and deliver this Agreement Agreement, to perform Shareholder’s obligations hereunder and to fulfill consummate the transactions contemplated hereby, and (iii) the execution and delivery of this Agreement, performance of Shareholder’s obligations hereunder and the consummation of the transactions contemplated hereby by Shareholder have been duly authorized by all necessary action on the part of Shareholder and no other proceedings on the part of Shareholder are necessary to authorize this Agreement, or to consummate the transactions contemplated hereby; b) if Shareholder is an individual, Shareholder has the legal capacity to execute and deliver this Agreement, to perform its Shareholder’s obligations hereunder. This hereunder and to consummate the transactions contemplated hereby; c) this Agreement has been duly and validly executed and delivered by or on behalf of Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder the Company and Parent, constitutes a valid and binding agreement with respect to Shareholder, enforceable by Parent against Shareholder 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; (bd) Shareholder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the record Securities Act and Beneficial Ownerhas properly completed and duly signed the Accredited Investor Questionnaire attached hereto as Exhibit A; e) Shareholder beneficially owns the number of Shares indicated opposite Shareholder’s name on Schedule 1, and will own any New Shares, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares or New Shares and none of the Owned Securities andShares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares or the New Shares, except as provided in contemplated by this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities.; (cf) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by ShareholderShareholder does not, and the consummation performance by Shareholder of Shareholder’s obligations hereunder and the transactions contemplated hereby or compliance by Shareholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which Shareholder is a party or by which Shareholder is bound, or any Law, statute, rule or regulation to which Shareholder is subject or, in the event that Shareholder is a corporation, partnership, trust or other Entity, any bylaw or other Organizational Document of Shareholder; except for any of the provisions hereof (iforegoing as would not reasonably be expected to prevent or delay the performance by Shareholder of Shareholder’s obligations under this Agreement in any material respect; g) requires the execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Body or any other Person regulatory authority by ShareholderShareholder except for applicable requirements, (ii) results in a violation if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of delay the terms, conditions or provisions of any organizational document or Contract to which performance by Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including its obligations under this Agreement in any material respect; h) no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Owned SecuritiesCompany in respect of this Agreement based upon any Contract made by or on behalf of Shareholder; and i) may as of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of Shareholder, threatened against Shareholder that would reasonably be bound, (iii) violates any Order expected to prevent or Law applicable to delay the performance by Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results obligations under this Agreement in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)material respect.

Representations and Warranties of Shareholder. Shareholder represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) As of the date of this Agreement (i) Shareholder is the Beneficial Owner (free and clear of any encumbrances or restrictions) of the outstanding shares of Company Capital Stock set forth under the heading “Shares of Company Capital Stock Beneficially Owned”, on the signature page hereof, which shares are registered in Shareholder’s name in the Company’s books and records. (ii) Shareholder does not directly or indirectly Beneficially Own any Company Options and Other Rights; and (iii) Shareholder does not directly or indirectly Beneficially Own any shares of Company Capital Stock or other securities of the Company, other than the shares of Company Capital Stock set forth on the signature page hereof. (b) Shareholder has the requisite capacity legal capacity, power and authority to execute enter into and deliver perform all of Shareholder’s obligations under this Agreement and to fulfill and perform its obligations hereunderthe Proxy. This Agreement has been duly and validly executed and delivered by Shareholder and, upon its execution and constitutes delivery by Buyer, will constitute a legal, valid and binding agreement obligation of Shareholder Shareholder, enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreementenforceability may be limited by bankruptcy, has full and unrestricted power insolvency, reorganization, moratorium or other similar laws affecting or relating to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Personcreditors rights generally, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all availability of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, injunctive relief and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securitiesequitable remedies. (c) Other than the filing The execution, delivery and performance by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderwill not (i) conflict with, the consummation by Shareholder require a consent, waiver or approval under, or result in a breach of the transactions contemplated hereby or compliance by Shareholder with default under, any of the provisions hereof (i) requires terms of any consent contract, commitment or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract obligation to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, , or (iiiii) violates violate any Order order, writ injunction, decree, judgment, order, statute, rule or Law regulation applicable to Shareholder or any of Shareholder’s properties its assets. (d) No filing with, and no permit, authorization, consent or assets (including approval of, any state or federal public body or authority is necessary for the Owned Securities), or (iv) results in an Encumbrance upon any execution of Shareholder’s properties or assets (including this Agreement by Shareholder and the Owned Securities or Beneficially Owned Securities)consummation by Shareholder of the transactions contemplated hereby.

Representations and Warranties of Shareholder. Shareholder (in Shareholder’s capacity as a record and beneficial owner of Company Securities) hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Merger Sub as follows: (a) As of the time of execution of this Agreement, Shareholder (i) is the record and beneficial owner of the shares of Common Stock (together with any shares of Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, including pursuant to any exercise of Options, the “Shareholder Securities”) set forth opposite Shareholder’s name on Schedule I to this Agreement and (ii) except as set forth in Schedule I to this Agreement, neither holds nor has any beneficial ownership interest in any other Company Securities. (b) Shareholder has the requisite legal capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by Shareholder and and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Shareholder Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of Shareholder, enforceable by Parent against Shareholder in accordance with its terms, subject to bankruptcy, insolvency (including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and similar legal requirements of general applicability relating to or affecting creditors’ rights and subject to general principles of equity. (bd) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of Neither the execution and delivery of this Agreement by Shareholder, nor the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof (i) requires any consent or other Permit will result in a violation of, or filing with a default under, or notification toconflict with, any Governmental Entity contract, trust, commitment, agreement, understanding, arrangement or any other Person by Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions restriction of any organizational document or Contract kind to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties assets are bound, except for such violations, defaults or assets conflicts as would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement. Assuming compliance with the applicable provisions of the HSR Act, and assuming all notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by the Company, Parent or Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby are obtained or made, the consummation by Shareholder of the transactions contemplated hereby will not (including i) violate any provision of any decree, order or judgment applicable to Shareholder, (ii) require any consent, approval, or notice under any legal requirements applicable to Shareholder, other than as required under the Owned Securities) may be bound, Exchange Act and the rules and regulations promulgated thereunder and other than such consents, approvals and notices that, if not obtained, made or given, would not prevent or materially delay Shareholder’s performance of its obligations under this Agreement, or (iii) violates if such Shareholder is an entity, violate any Order or Law applicable provision of such Shareholder’s organizational documents. (e) The Shareholder Securities and the certificates, if any, representing the Shareholder Securities owned by Shareholder are now, and, subject to Section 3(b), at all times during the term hereof will be, held by Shareholder or any by a nominee or custodian for the benefit of Shareholder’s properties , free and clear of all liens and encumbrances, except for any such liens or assets encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (including collectively, “Permitted Encumbrances”). (f) Shareholder has full voting power, with respect to the Owned Shareholder Securities), and full power of disposition, full power to issue instructions with respect to the matters set forth herein, and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shareholder Securities. The Shareholder Securities are not subject to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of such Shareholder Securities other than the Cooperation Agreement with the Company, dated as of March 22, 2016. (ivg) results in an Encumbrance upon any As of the time of execution of this Agreement, there is no Action pending or, to the knowledge of Shareholder, threatened against Shareholder at law or equity before or by any Governmental Entity that could reasonably be expected to impair or materially delay the performance by Shareholder of its obligations under this Agreement or otherwise adversely impact Shareholder’s properties ability to perform its obligations hereunder. (h) Shareholder has received and reviewed a copy of the Merger Agreement. Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon Shareholder’s execution, delivery and performance of this Agreement. (i) No broker, investment bank, financial advisor or assets (including other person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the Owned Securities transactions contemplated by this Agreement based upon arrangements made by or Beneficially Owned Securities)on behalf of Shareholder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Buyer as follows: (a) the Shareholder has the requisite capacity full power and authority to execute and deliver this Agreement and to fulfill and perform its the Shareholder’s obligations hereunder. This ; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a legal, valid and binding agreement of Shareholder Buyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable by Parent against Shareholder in accordance with its terms.terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles); (bc) the Shareholder is beneficially owns the record and Beneficial Ownernumber of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any Liens liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (other than those arising under this Agreement) “Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Owned Securities andShares are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as provided contemplated by this Agreement (the Shareholder agrees to promptly notify Buyer in this Agreement, has full and unrestricted power to dispose of and vote all writing of the Owned Securities without the consent or approval of, or any other action on the part nature and amount of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of Shares acquired after the date hereof, and other than as may such Shares shall be reflected subject to the foregoing representations and warranties); (d) the Shares listed on Exhibit ASchedule 1 constitute the Shareholder’s entire interest in the outstanding shares of the Company’s Common Stock, and the Shareholder is not the beneficial or record holder of, and does not have exercise voting power over, any other outstanding shares of capital stock of the Company; (e) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 (including any restricted shares of Common Stock the vesting of which accelerates at or prior to the Effective Time) shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreement, the right to acquire (whether currentlyreceive 0.4970 shares of Buyer Common Stock, upon lapse of time, following the satisfaction of plus cash for any conditions, upon the occurrence of any event or any combination fractional shares in accordance with Section 2.03 of the foregoing), any Securities or any Convertible Securities.Merger Agreement; (cf) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholderthe Shareholder does not, and the performance by the Shareholder of his obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or compliance conflict with, or constitute a default under (with or without notice or lapse of time or both), any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder with is bound, or any statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the provisions hereof Shareholder; and (ig) requires the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent consent, approval, authorization or other Permit permit of, or filing with or notification to, any Governmental Entity Authority or any other Person by Shareholderthe Shareholder except for applicable requirements, (ii) results in a violation if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or breach ofpermits, or constitutes (with to make such filings or without notice notifications, would not prevent or lapse delay the performance by the Shareholder of time or both) a default (or gives rise to his obligations under this Agreement in any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets (including the Owned Securities) may be bound, (iii) violates any Order or Law applicable to Shareholder or any of Shareholder’s properties or assets (including the Owned Securities), or (iv) results in an Encumbrance upon any of Shareholder’s properties or assets (including the Owned Securities or Beneficially Owned Securities)respect.

Representations and Warranties of Shareholder. Shareholder Each of the Shareholders severally and not jointly represents and warrants to Parent as of the date of this Agreement, as of the date of any Shareholder Meeting (and as of the date of any adjournment or postponement thereof) and as of the date of the execution of any written Shareholder consent or any proxy permitted under this Agreement or consented to by Parent, Company as follows: (a) Such Shareholder is, and will be through the Effective Time, the record and beneficial owner of the corresponding number of shares of Company Stock set forth in Exhibit A (the "Owned Shares"), with good, valid and marketable title thereto, free and clear from any lien, encumbrance, proxy, voting trust, voting agreement, voting restriction , understanding, right of first refusal, limitation on disposition, adverse claim of ownership, or restriction whatsoever (other than those certain voting requirements related to the board of directors and drag-along requirements set forth in that certain Voting Agreement dated December 21, 2007) and with full and sole power to vote such Owned Shares without the consent, approval or action of any other Person; (b) Except for their respective Owned Shares, such Shareholder does not beneficially own any other Company Stock or hold any securities convertible into or exchangeable for Company Common Stock; (c) Such Shareholder is the record and beneficial holder of its respective Owned Shares and has, and will have through the Effective Time, sole voting and investment control of such Owned Shares and sole power to agree to all matters set forth in this Agreement; (d) Such Shareholder has the all requisite capacity power and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunderconsummate the Transactions. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes a legalTo the extent applicable, valid and binding agreement of Shareholder enforceable by Parent against Shareholder in accordance with its terms. (b) Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Securities and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of the Owned Securities without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, the Owned Securities or Beneficially Owned Securities. The Owned Securities and Beneficially Owned Securities set forth on Exhibit A constitute all of the capital stock of the Company that is Beneficially Owned by Shareholder as of the date hereof, and other than as may be reflected on Exhibit A, Shareholder does not have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Securities or any Convertible Securities. (c) Other than the filing by Shareholder of any reports with the SEC required by Section 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement by Shareholder, and the consummation by the Shareholder of the transactions contemplated hereby Transactions have been duly authorized by all necessary action (corporate or compliance otherwise) on the part of such Shareholder; (e) This Agreement has been duly executed by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable against such Shareholder in accordance with any of its terms, except to the provisions hereof extent that (ix) requires any consent the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Permit ofsimilar laws affecting the enforcement of creditor’s rights generally or (y) the availability of equitable remedies may be limited by equitable principles of general applicability; (f) The execution, or filing delivery and performance of this Agreement by such Shareholder do not and will not violate, conflict with or notification tobreach, and will not give rise to any Governmental Entity or any other Person by Shareholderconflict, (ii) results in a violation violation, default or breach of, of or constitutes under (or constitute an event which with or without notice or the lapse of time or bothboth would become a default) a default (or gives rise give to others any third party right of termination, cancellationamendment, material modification acceleration or acceleration) under cancellation or require payment under, any of Applicable Law, contract, instrument, arrangement or agreement by which such Shareholder is bound or result in the terms, conditions or provisions creation of any organizational document Encumbrance on the properties or Contract assets of such Shareholder pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of his or its assets or properties is bound; (g) The execution, delivery and performance of this Agreement by the Shareholders and the Company do not and will not create or give rise to any right in any Person with respect to such Shareholder's Owned Shares or any other security of the Company (including, without limitation, voting rights and rights to purchase or sell any shares of Company Stock or other securities of the Company) pursuant to any other shareholders agreement or similar agreement or commitment; (h) Such Shareholder has received a copy of the Merger Agreement; (i) None of the information relating to such Shareholder provided by or on behalf of such Shareholder in writing for inclusion in the information statement referred to in the Merger Agreement will, at the time, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (j) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s properties execution and delivery of this Agreement; (k) As of the date hereof, there is no suit, action, investigation or assets proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder before or by any Governmental Authority that would impair the ability of such Shareholder to perform its obligations hereunder or to consummate the Transactions on a timely basis; and (including l) Such Shareholder is a sophisticated seller with respect to the Owned Securities) may be bound, (iii) violates any Order or Law applicable Shares and has adequate information concerning the business and financial condition of the Company to Shareholder or any make an informed decision regarding the sale of Shareholder’s properties or assets (including the Owned Securities)Shares and has independently and without reliance upon Parent and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that Parent has not made and does not make any representation or (iv) results warranty, whether express or implied, of any kind or character except as expressly set forth in an Encumbrance upon any of Shareholder’s properties or assets (including this Agreement. Each Shareholder acknowledges that the agreements contained herein with respect to the Owned Securities or Beneficially Shares by such Shareholder is irrevocable. For all purposes of this Agreement, as to any Shareholder, such Shareholder's Owned Securities)Shares shall include any shares of capital stock of the Company as to which ownership is acquired by such Shareholder after the execution hereof.