Common use of Representations and Warranties of Shareholder Clause in Contracts

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Leap as follows: (a) the a. Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) b. this Agreement has been duly executed and delivered by the or on behalf of Shareholder and (and,assuming this Agreement constitutes a valid and binding agreement of Buyers) is Leap, constitutes a valid and legally binding agreement with respect to the Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exceptionsexcept 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; (c) the c. except as set forth on Schedule 1, Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, and will own any New Shares, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such SharesShares (and will have sole, and otherwise unrestricted, voting power with respect to any New Shares when acquired and thereafter), and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares (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 contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject Agreement; d. to the foregoing representations and warranties); (d) the Shareholder understands thatknowledge of Shareholder, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation compliance by the Shareholder of the transactions contemplated hereby 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, contract note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound, or any law, statute, rule or regulation to which the Shareholder is subject orand, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and (f) e. to the knowledge of Shareholder, 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority by Shareholder except for applicable requirements, if any, of the ShareholderExchange 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 the Shareholder of his his, her or her its obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Enron as follows: (a) the Shareholder has the full corporate power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; Agreement, (b) this Agreement has been duly executed and delivered by the Shareholder and Shareholder, (assuming c) this Agreement constitutes a the valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, except as such enforceability may be subject to the Enforceability Exceptions; effects of bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting the rights of creditors, and general principles of equity, (cd) Shareholder has the full power and authority to vote, or execute a consent with respect to, all Covered Shares as contemplated hereby, (e) the securities of Dynegy listed next to the name of Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1I hereto are the only securities of Dynegy owned by Shareholder and over which Shareholder has the power to vote (or direct the voting) (collectively, the "SHARES"), (f) except as provided in the Shareholder Agreement and the Stockholder Agreement, Shareholder is the lawful owner of the Shares listed on Schedule I as owned by it, free and clear of any all liens, claimscharges, charges or encumbrances and commitments of every kind, other encumbrances or restrictions of any kind whatsoever (“Liens”)than this Agreement, and has solethe power to vote (including by an irrevocable power to vote or execution of a consent) such Shares without any actions on the part of any other party, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (eg) the execution and delivery by Shareholder of this Agreement by the 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, not violate or conflict withbreach any law, or constitute a default under, any agreementcontract, instrument, contract agreement or other obligation or any order, arbitration award, judgment or decree arrangement to which the Shareholder is a party or by which the Shareholder is bound, except to the extent such violation 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 Shareholder; and (f) the execution and delivery of this Agreement by the Shareholder breach does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her such Shareholder's obligations under this Agreement in any material respecthereunder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers Buyer in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive 2.1779 shares of Buyer Common Stock, plus cash for any fractional shares in accordance with Section 2.3 of the Merger ConsiderationAgreement; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity Authority by the ShareholderShareholder 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers Buyer in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive 2.425 shares of Buyer Common Stock, plus cash for any fractional shares in accordance with Section 2.03 of the Merger ConsiderationAgreement; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity Authority by the ShareholderShareholder 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Acquiror as follows: (a) Shareholder is the Shareholder has holder and "beneficial owner" (as defined in Rule 13d-3 under the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (bSecurities Exchange Act of 1934, as amended) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such shares of common stock of the Company set forth beneath Shareholder’s name 's signature on Schedule 1the signature page hereof (the "Company Shares"), and Shareholder has good and valid title to the Company Shares, free and clear of any liens, pledges, security interests, adverse claims, charges or other equities, options, proxies, charges, encumbrances or restrictions of any kind whatsoever nature. (“Liens”)b) Shareholder has carefully read this Affiliate Agreement and, and to the extent Shareholder felt necessary, has solediscussed with counsel the limitations imposed on Shareholder's ability to sell, and transfer or otherwise unrestricted, voting and investment power with respect to such Shares, and none dispose of the Company Shares and the shares of Acquiror Common Stock that Shareholder is subject to any voting trust or other agreement, arrangement or restriction with respect to receive in the voting of Merger and under the Shares, except as contemplated by this Real Estate Agreement (the "Acquiror Shares"). Shareholder agrees fully understands the limitations this Affiliate Agreement places upon Shareholder's ability to promptly notify Buyers in writing sell, transfer or otherwise dispose of the nature Company Shares and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties);Acquiror Shares. (dc) the Shareholder understands thatthat the representations, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided in warranties and subject to the limitations covenants set forth in this Affiliate Agreement will be relied upon by Acquiror and its counsel and accountants for purposes of determining Acquiror's eligibility to account for the Merger Agreement, as a "pooling of interests" and for purposes of determining whether Acquiror should proceed with the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectMerger.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 2 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 12, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever whatsoever, except for any Shares constituting restricted stock of the Company (“Liens”), and and, except as indicated on Schedule 2, has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers Buyer in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, that at the Effective Time, (i) each outstanding Share listed on Schedule 1 2 shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreement, the right to receive at the Merger Considerationelection of the Shareholder either (1) $48.25 in cash, without interest, or (2) 4.686 shares of Buyer Common Stock, and (ii) each option to purchase Common Stock, whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or cancelled prior thereto shall, at the Effective Time, be cancelled and, the Company shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such option and (ii) the excess, if any, of $48.25 over the exercise price per share of Common Stock provided for in such option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes; (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority by the ShareholderShareholder 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 the Shareholder of his his, her or her its obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents represents, warrants and warrants covenants to Buyers Parent and Merger Sub as follows: (a) the Shareholder is the owner, or otherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and such Shares are free and clear of any Liens or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, the Shareholder has sole voting and dispositive power with respect to all of the Shares, with no restrictions on the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. No private entity which is wholly owned by the Shareholder owns any securities of the Company nor will any such entity own any securities of the Company as long as this Agreement is in effect. (i) The Shareholder has full power and authority to execute make, enter into and deliver carry out its obligations pursuant to the terms and conditions under this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder Agreement, and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (eii) the execution and delivery of this Agreement by the Shareholder does do not, and the Shareholder’s performance by of its obligations under this Agreement will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or to its Shares; or (b) result in any breach of his or her obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default (with notice or lapse of time, or both) under, or give to others any agreementrights of termination, instrumentamendment, contract acceleration or other obligation cancellation of, or result in the creation of any orderLien on, arbitration award, judgment or decree any of its Shares pursuant to any agreement to which the Shareholder is a party or by which the Shareholder is boundbound or affected, except in each case as would not prohibit the Shareholder’s compliance with its obligations pursuant to this Agreement. (c) No proxies or any statute, rule voting instructions relating to the Merger have been heretofore given or regulation to which the Shareholder is subject or, will be given in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document respect of the Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectShares.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Each Shareholder hereby severally and not jointly represents and warrants to Buyers 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 full 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 power and authority to execute and deliver this Agreement and to perform the 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. (bc) this This Agreement has been duly executed and delivered by the such Shareholder and (and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Buyers) is STX, this Agreement constitutes a legal, valid and legally binding agreement with respect to the obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to the Enforceability Exceptions; bankruptcy, insolvency (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”including all applicable legal requirements relating to fraudulent transfers), reorganization, moratorium and has sole, similar legal requirements of general applicability relating to or affecting creditors’ rights and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting general principles of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties);equity. (d) Except for the Shareholder understands thatapplicable requirements of the Exchange Act, at (i) and assuming compliance with the Effective Time, each outstanding Share listed on Schedule 1 shall be converted intoapplicable provisions of the U.S. ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as provided 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 subject to no permit, authorization, consent or approval of, any Governmental Authority is necessary on the limitations set forth in part of such Shareholder for the Merger Agreementexecution, the right to receive the Merger Consideration; (e) the execution delivery and delivery performance of this Agreement by the such Shareholder does not, and or the performance by the Shareholder of his or her obligations hereunder and the consummation by the such Shareholder of the transactions contemplated hereby will notand (ii) neither the execution, violate 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 (A) conflict withwith or violate, any provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any agreementrights of termination, instrumentamendment, contract acceleration or other obligation cancellation of, or result in the creation of a lien on such property or asset of such Shareholder pursuant to, any order, arbitration award, judgment or decree Contract to which the such Shareholder is a party or by which the such Shareholder or any property or asset of such Shareholder is boundbound 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 which the such Shareholder or any of such Shareholder’s properties or assets. (e) There is subject no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, in to the event that the Shareholder is a corporation, partnership, trust or other entityknowledge of such Shareholder, any bylaw other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other organizational document Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by STX of its rights under this Agreement or the Shareholder; andperformance by any party of its obligations under this Agreement. (f) Such Shareholder has received and reviewed a copy of the execution Merger Agreement. Such Shareholder understands and acknowledges that STX is entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery of this Agreement by the Shareholder does not, and the performance of this Agreement Agreement. (g) No broker, investment bank, financial advisor or 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 the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectbased upon arrangements made by or on behalf of such Shareholder (it being understood that arrangements of Eros or its other Affiliates shall not be deemed to be an arrangement of such Shareholder).

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder --------------------------------------------- hereby represents and warrants to Buyers Parent and Newco as follows: (a) Shareholder is the Shareholder has record and beneficial owner of 1,138,905 shares of Common Stock (as may be adjusted from time to time pursuant to Section 6 hereof, the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder;"Shares"). ------ (b) this This Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a the legal, valid and binding agreement obligation of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable against 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) 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 Enforceability Exceptions;discretion of the court before which any proceeding therefor may be brought. (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) Neither the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and nor the consummation by the Shareholder of the transactions contemplated hereby will notresult in a violation of, violate or a default under, or conflict with, or constitute a default underany contract, any trust, commitment, agreement, instrumentunderstanding, contract arrangement or other obligation or restriction of any order, arbitration award, judgment or decree kind to which the Shareholder is a party or by which the Shareholder is bound, bound or any statute, rule or regulation to which the Shares are subject. To the best of Shareholder's knowledge, consummation by 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 Shareholder; and (f) the execution and delivery of this Agreement by the Shareholder does nottransactions contemplated hereby will not violate, and the performance of this Agreement by the Shareholder does not and will not, or require any consent, approval, authorization or permit ofnotice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Shareholder or the Shares, except for any necessary filing under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR --- Act"), or filing with or notification to, any Governmental Entity state takeover laws. --- (d) The Shares and the certificates representing Shares are now and at all times during the term hereof will be held by the Shareholder, except where or by a nominee or custodian for the failure to obtain such consentsbenefit of Shareholder, approvalsfree and clear of all liens, authorizations claims, security interests, proxies, voting trusts or permitsagreements, understandings or to make such filings arrangements or notifications, would not prevent or delay the performance by the Shareholder of his or her obligations under this Agreement in any material respectother encumbrances whatsoever.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers as follows: Parent that (a) the Shareholder has is a record or beneficial owner of the full Shares, with power and authority to execute and deliver this Agreement and vote the Shares or cause the Shares to perform the Shareholder’s obligations hereunder; 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 been duly executed and delivered by a beneficial interest in or a right to acquire the Shareholder and Shares or any portion of the Shares; (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (cd) the Shareholder beneficially owns Shares are, and will be at all times up until the number of Shares indicated opposite such Shareholder’s name on Schedule 1Expiration Date, free and clear of any liens, claims, options, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; encumbrances; (e) the execution Shareholder's address is accurately set forth on the signature page hereto; (f) the Shareholder has full power and delivery of legal capacity to execute and deliver this Agreement by the Shareholder does not, and the performance by the Shareholder of to perform his or her obligations hereunder hereunder; (g) this Agreement has been duly and the consummation validly executed and delivered by the Shareholder of and constitutes the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other valid and binding obligation or any order, arbitration award, judgment or 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 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 Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to 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 considered in a proceeding in equity or at law; and and (fh) the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and Shareholder's obligations hereunder will not, require result in any consent, approval, authorization breach of or permit ofconstitute a default (or an event that with notice or lapse of time or both would become a default) under, or filing with give to others any right to terminate, amend, accelerate or notification cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any Governmental Entity by the Shareholdernote, except where the failure bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by which the Shareholder is a party or by which the Shareholder or the Shares of his New Shares are or her obligations under this Agreement in any material respectwill be bound or affected.

Representations and Warranties of Shareholder. Except Shareholder (in Shareholder’s capacity as disclosed on Schedule 1 hereto, the Shareholder a record and beneficial owner of Equity Interests) hereby represents and warrants to Buyers Parent and 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 full power and authority legal capacity to execute and deliver this Agreement and to perform consummate the Shareholder’s obligations hereunder;transactions contemplated hereby. (bc) this This Agreement has been duly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Buyers) is Parent and Merger Sub, this Agreement constitutes a legal, valid and legally binding agreement with respect to the obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exceptions;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. (cd) Neither the execution and delivery of this Agreement nor the consummation by Shareholder beneficially owns of the number transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of Shares indicated opposite any 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 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 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 (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 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) if such Shareholder is an entity, violate any provision of such Shareholder’s name on Schedule 1organizational 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 by a nominee or custodian for the benefit of Shareholder, free and clear of all Encumbrances, except for (i) any lienssuch Encumbrances arising hereunder, claims, charges or other encumbrances or restrictions (ii) any such Encumbrances arising under the Articles of any kind whatsoever Incorporation (the “LiensPreferred Stock Investment Agreements”), none of which limit Shareholder’s ability, power and has soleauthority to enter into, and otherwise unrestrictedperform under, this Agreement, and (iii) any applicable restrictions on transfer under the Securities Act (collectively, “Permitted Encumbrances”). (f) Shareholder has full voting and investment power power, with respect to such his/her/its Common Shares and/or Preferred Shares, as applicable, and none 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 is 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 the Sharessuch Shareholder Securities, except as provided hereunder and in the Preferred Stock Investment Agreements. (g) 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 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 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 (the Shareholder agrees to promptly notify Buyers in writing based upon arrangements made by or on behalf of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Parent and 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 other than shares owned by Tang Capital Partners, LP and 74,000 shares held by Shareholder’s in-laws. (b) Shareholder has the full power and authority legal capacity to execute and deliver this Agreement and to perform consummate the Shareholder’s obligations hereunder;transactions contemplated hereby. (bc) this This Agreement has been duly validly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a valid and binding agreement obligation of Buyers) is a Parent and Merger Sub, constitutes the valid and legally binding agreement with respect to the obligation of Shareholder, enforceable 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 the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free equitable defenses and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall would be subject to the foregoing representations and warranties);discretion of the court before which any proceeding therefor may be brought. (d) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) Neither the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and nor the consummation by the Shareholder of the transactions contemplated hereby will notresult in a violation of, violate or a default under, or conflict with, or constitute a default underany contract, any trust, commitment, agreement, instrumentunderstanding, contract arrangement or other obligation or restriction of any order, arbitration award, judgment or decree kind to which the Shareholder is a party or by which the Shareholder is or Shareholder’s assets are bound, or any statute, rule or regulation to which the . The consummation by 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 Shareholder; and transactions contemplated hereby will not (fi) the execution and delivery violate any provision of this Agreement by the any Order applicable to Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, or (ii) require any consent, approval, authorization or permit ofnotice under any statute, law, rule or filing with or notification to, any Governmental Entity by regulation applicable to Shareholder other than (x) as required under the Shareholder, except Exchange Act and the rules and regulations promulgated thereunder and (y) where the failure to obtain such consents, approvals, authorizations consents or permits, approvals or to make such filings or notifications, would not not, individually or in the aggregate, prevent or materially delay the performance by the Shareholder of his or her 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 execution and delivery of this Agreement. (g) No broker, investment bank, financial advisor or other person is entitled to any material respectbroker’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 (except for fees payable by the Company to Bank of America as advisor to the Company).

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Acquiror as follows: (a) Shareholder is the Shareholder has holder and "beneficial owner" (as defined in Rule 13d-3 under the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (bSecurities Exchange Act of 1934, as amended) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such shares of common stock of the Company set forth beneath Shareholder’s name 's signature on Schedule 1the signature page hereof (the "Company Shares"), and Shareholder has good and valid title to the Company Shares, free and clear of any liens, pledges, security interests, adverse claims, charges or other equities, options, proxies, charges, encumbrances or restrictions of any kind whatsoever nature. (“Liens”)b) Shareholder has carefully read this Affiliate Agreement and, and to the extent Shareholder felt necessary, has solediscussed with counsel the limitations imposed on Shareholder's ability to sell, and transfer or otherwise unrestricted, voting and investment power with respect to such Shares, and none dispose of the Company Shares and the shares of Acquiror Common Stock that Shareholder is subject to any voting trust receive in the Merger (the "Acquiror Shares"). Shareholder fully understands the limitations this Affiliate Agreement places upon Shareholder's ability to sell, transfer or other agreement, arrangement or restriction with respect to the voting otherwise dispose of the Company Shares and the Acquiror Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties);. (dc) the Shareholder understands thatthat the representations, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided in warranties and subject to the limitations covenants set forth in this Affiliate Agreement will be relied upon by Acquiror and its counsel and accountants for purposes of determining Acquiror's eligibility to account for the Merger Agreement, as a "pooling of interests" and for purposes of determining whether Acquiror should proceed with the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectMerger.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers as follows: (a) Shareholder agrees to be present (in person or by proxy) at any meeting prior to December 31, 2012 of the shareholders of the Company, and at any adjournment thereof, at which the ▇▇▇▇▇▇▇ Nominees are submitted as nominees for directors of the Company (a “Company Shareholder Meeting”) so that all of the Shares of Common Stock over which the Shareholder has sole or shared voting power will be counted for the purpose of determining the presence of a quorum at such Company Shareholder Meeting, and to vote, or cause to be voted, or exercise its right to consent with respect to all Shares that Shareholder is entitled to vote at the time of any vote or action by written consent to approve all such shares FOR each of the ▇▇▇▇▇▇▇ Nominees. (b) Prior to the date of any Company Shareholder Meeting, Shareholder will not, except pursuant to the terms of this Agreement, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares, other than to the ▇▇▇▇▇▇▇ Group to vote Shareholder’s Shares in accordance with this Agreement, (ii) acquire, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition of, any Shares, unless such Shares shall be voted in accordance with the terms of this Agreement, or (iii) Transfer any Shares (or any interest therein), unless the purchaser, assignee or other transferee, as applicable, becomes a party to this Agreement with respect to such Shares. As used herein, “Transfer” means, with respect to any shares of the Company’s Common Stock, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such shares of Common Stock or any participation or interest therein, whether directly or indirectly (including pursuant to a derivative transaction), or agree or commit to do any of the foregoing. (c) Upon execution of this Agreement, Shareholder agrees to pay the ▇▇▇▇▇▇▇ Group $_________, such amount representing costs and expenses incurred in connection with the preparation, filing, printing and mailing of the proxy solicitation materials and any and all documents incident thereto, including, but not limited to attorney’s fees, proxy solicitation firm fees, printing and mailing fees and reasonable expenses incurred by the ▇▇▇▇▇▇▇ Group incident to the transactions contemplated hereby. The ▇▇▇▇▇▇▇ Group will seek to recoup such expenses from the Company and, if successful, will reimburse Shareholder. (d) Shareholder represents that the Shareholder has the full power and authority capacity to execute and deliver enter into this Agreement and that it is a valid and binding obligation enforceable against the Shareholder in accordance with its terms, subject to perform bankruptcy, insolvency and other laws affecting creditors’ rights and general equitable principles, and furthermore, if Shareholder is not a natural person, the Shareholder’s obligations hereunder; (b) execution of this Agreement has been duly executed authorized by all necessary corporate action and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions;. (ce) The execution, delivery and performance by Shareholder of this Agreement and the consummation of the actions contemplated hereby do not and will not (i) if Shareholder beneficially owns is not a natural person, violate the number certificate of incorporation, bylaws or other organizational documents of Shareholder, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, or (iii) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which Shareholder is entitled under any provision of any material agreement or other instrument binding on Shareholder. (f) Shareholder is the beneficial owner of the Shares indicated opposite such Shareholder’s name set forth on Schedule 1the signature page hereto, free and clear of any liens, claims, charges limitation or other encumbrances or restrictions restriction on the right to vote. None of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, agreement or arrangement or restriction with respect to the voting of such Shares. Except for the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in on the Merger Agreementsignature page hereto, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit ofbeneficially own, or filing have sole or shared voting power with or notification respect to, any Governmental Entity by shares of capital stock or voting securities of the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectCompany.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Each Shareholder hereby represents and warrants to Buyers 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 full 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 perform consummate the Shareholder’s obligations hereunder; (b) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the each Shareholder and, assuming due authorization, execution and (assuming delivery of this Agreement constitutes by Parent, is a valid and binding agreement obligation of Buyers) is a valid and legally binding agreement with respect to the Shareholder, each Shareholder enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) None of the execution and delivery of this Agreement by the Shareholder does notsuch Shareholder, and the performance by the Shareholder of his or her obligations hereunder and the consummation by the such Shareholder of the transactions contemplated hereby will not, violate or conflict withcompliance by such Shareholder with any of the provisions hereof shall (i) result in violation or breach of, or constitute (with or without notice or lapse of time or both) a default under(or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, instrumentbond mortgage, contract indenture, license, contract, commitment, lease, permit, franchise, arrangement, understanding, agreement or other instrument or obligation or of any order, arbitration award, judgment or decree kind to which the such Shareholder is a party or by which the such Shareholder is or any of his or its properties or assets may be bound, or (ii) violate any order, writ, injunction, decree, judgment, law, statute, rule or regulation applicable to such Shareholder or any of his or its properties or assets, excluding from the foregoing such violations, breaches or defaults which the Shareholder is subject orwould not, individually or in the event that aggregate, have a material adverse effect on such Shareholder or which would materially impair the ability of such Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of to consummate the Shareholder; andtransactions contemplated hereby. (fe) the The execution and delivery of this Agreement by the such Shareholder does not, and the performance of this Agreement by the such Shareholder does not and will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by court or arbitrator or any governmental body, agency or official except for applicable requirements, if any, of the ShareholderExchange 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 the such Shareholder of his or her its obligations under this Agreement. (f) Each Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in any material respectreliance upon such Shareholder's execution and delivery of this Agreement. (g) There are no Takeover Laws that are applicable to this Agreement or the transactions contemplated hereby.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers as follows: Parent that (a) the Shareholder has is a record or beneficial owner of the full Shares, with power and authority to execute and deliver this Agreement and vote the Shares or cause the Shares to perform the Shareholder’s obligations hereunder; 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 been duly executed and delivered by a beneficial interest in or a right to acquire the Shareholder and Shares or any portion of the Shares; (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (cd) the Shareholder beneficially owns Shares are, and will be at all times up until the number of Shares indicated opposite such Shareholder’s name on Schedule 1Expiration Date, free and clear of any liens, claims, options, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; encumbrances; (e) the execution Shareholder's address is accurately set forth on the signature page hereto; (f) the Shareholder has full power and delivery of legal capacity to execute and deliver this Agreement by the Shareholder does not, and the performance by the Shareholder of to perform his or her obligations hereunder hereunder; (g) this Agreement has been duly and the consummation validly executed and delivered by the Shareholder of and constitutes the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other valid and binding obligation or any order, arbitration award, judgment or 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 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 Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to 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 considered in a proceeding in equity or at law; and and (fh) the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and Shareholder's obligations hereunder will not, require result in any consent, approval, authorization breach of or permit ofconstitute a default (or an event that with notice or lapse of time or both would become a default) under, or filing with give to others any right to terminate, amend, accelerate or notification cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any Governmental Entity by the Shareholdernote, except where the failure bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by which the Shareholder of his is a party or her obligations under this Agreement in any material respectby which the Shareholder or the Shares or New Shares are or will be bound or affected.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers 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 full 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 power and authority to execute and deliver this Agreement Agreement, 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, and otherwise to perform the Shareholder’s its obligations hereunder; (b) ; and this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a the valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable against Shareholder in accordance with its termsterms (except as enforcement may be limited by bankruptcy, subject to the Enforceability Exceptions;insolvency and similar laws affecting creditors rights generally and by general equitable principles). (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the The execution and delivery of this Agreement by the 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 hereby, including, without limitation, the agreement of Shareholder to vote of 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, violate constitute a breach or conflict withviolation of, or constitute a default under, any agreement, instrument, contract indenture or other obligation or any order, arbitration award, judgment or decree instrument to which the Shareholder or, to the best of Shareholder's knowledge, the Company is a party which breach, violation or by which default could reasonably be expected to have any adverse effect on the Shareholder is bound, or any statute, rule or regulation Shareholder's ability 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 perform its obligations hereunder. (d) The consummation of the Shareholder; and (f) transactions contemplated by this Agreement, including, without limitation, the execution agreement of Shareholder to vote the Shares in accordance with Sections 1 and delivery of this Agreement by 2 hereof, to grant the Shareholder does notOption, and to sell the performance of this Agreement by the Shareholder does Option Shares in accordance with Section 3, will not and will not, require any consent, approvalwaiver or approval under any such judgment, authorization decree, order, governmental permit or permit oflicense, or filing with agreement, indenture or notification toinstrument referred to in Section 5(c) hereof, other than any Governmental Entity consents, waivers or approvals contemplated by the Shareholder, except where Merger Agreement and the failure to obtain schedules thereto or such consents, approvals, authorizations waivers or permits, or to make such filings or notifications, approvals the absence of which would not prevent have an adverse effect on the transactions contemplated by this Agreement or delay any adverse effect on the performance 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 his all liens, claims, security interests or her obligations under this Agreement in any material respectother encumbrances whatsoever, other than restrictions upon resale which may be imposed by Federal or state securities laws and other than Option Shares sold to Parent hereunder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents represents, warrants, covenants and warrants to Buyers agrees as follows: (a) The Shareholder understands that the Shareholder has offer and sale of the full power and authority to execute and deliver Shares is being made only by means of this Agreement and understands that the Issuer has not authorized the use of, and the Shareholder confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Shareholder is aware that the purchase of the Shares involves a high degree of risk and that the Shareholder may sustain, and has the financial ability to perform sustain, the Shareholder’s obligations hereunder;loss of his entire investment, understands that no assurance can be given that the Issuer will be profitable in the future, that there is no public market for the Common Stock, and the Issuer can give no assurance that there will ever be a public market for the Common Stock. Furthermore, in subscribing for the Shares, the Shareholder acknowledges it is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in making an investment in the Shares. (b) this Agreement has been duly executed The Shareholder is not acquiring the Shares as a result of, and delivered by will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Shareholder may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and (assuming this Agreement constitutes a valid any applicable state and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptionsprovincial securities laws or under an exemption from such registration requirements; (c) the The Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free acknowledges and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and agrees that none of the Shares is subject to have been registered under the Securities Act, or under any voting trust state securities or other agreement, arrangement or restriction with respect to the voting "blue sky" laws of any state of the SharesUnited States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except as contemplated by this Agreement (in accordance with the Shareholder agrees provisions of Regulation S, pursuant to promptly notify Buyers an effective registration statement under the Securities Act, or pursuant to an exemption from, or in writing a transaction not subject to, the registration requirements of the nature Securities Act and amount of any Shares acquired after the date hereof, in each case in accordance with applicable state and such Shares shall be subject to the foregoing representations and warranties)provincial securities laws; (d) The Shareholder acknowledges and agrees that the Shareholder understands thatIssuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, at pursuant to an effective registration statement under the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Considerationprovincial securities laws; (e) the execution The Shareholder represents and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of warrants that no broker or finder was involved directly or indirectly in connection with his or her obligations hereunder purchase of the Shares pursuant to this Agreement. The Shareholder shall indemnify the Issuer and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the consummation by Shareholder’s warranty contained in this Paragraph 3(e). (f) The Shareholder understands that he or she has no registration rights with respect to the Shares. (g) The Shareholder is not a citizen or resident of the United States. (h) The Shareholder is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (i) The Shareholder is acquiring the Shares as principal for the Shareholder’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (j) The Shareholder is not an underwriter of, or dealer in, the common stock of the Issuer, nor is the Shareholder of the transactions contemplated hereby will notparticipating, violate pursuant to a contractual agreement or 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 is bound, or any statute, rule or regulation to which the Shareholder is subject orotherwise, in the event that distribution of the Shares; (l) The Shareholder is a corporation, partnership, trust or other entity, not aware of any bylaw or other organizational document advertisement of any of the ShareholderShares; and (fm) the execution and delivery of this Agreement by No person has made to the Shareholder does not, any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the performance Shares of this Agreement by the Issuer on any stock exchange or automated dealer quotation system. (n) The Shareholder represents he has such knowledge and experience in financial and business matters as to enable the Shareholder does not to understand the nature and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by extent of the Shareholder, except where risks involved in purchasing the failure to obtain Shares. The Shareholder is fully aware that such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay investments can and sometimes do result in the performance by loss of the entire investment. The Shareholder of has engaged his or her obligations under this Agreement in any material respectown counsel and accountants to the extent that the Shareholder deems it necessary.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers as follows: (a) the The Shareholder has the full power right, power, legal capacity and authority to execute enter into and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) under this Agreement has been duly executed Agreement, and delivered no approvals or consents are necessary in connection with it. All of the Shares are owned by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any all liens, claimspledges, charges or other encumbrances or restrictions of any kind whatsoever kind, nature or description. (b) The Shareholder has received all the information he considers necessary or appropriate for deciding whether to exchange the Shares for the Exchange Shares. The Shareholder understands the risks involved in such an exchange and with an investment in the Exchange Shares. The Shareholder further represents that he has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the transactions contemplated hereunder and the business, properties, prospects, and financial condition of the Company and to obtain such additional information necessary to verify the accuracy of any information furnished to the Shareholder. The Shareholder further represents that he is an “Liensaccredited investor” within the meaning of Rule 501(a) of the Securities Act of 1933, as amended (the “Act”), . (c) The Shareholder is acquiring the Exchange Shares for his own account for investment only and has sole, and otherwise unrestricted, voting and investment power not with respect to such Shares, and none a view towards their resale or “distribution” (within the meaning of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warrantiesAct);. (d) the The Shareholder understands thatthat the Exchange Shares have not been registered under the Act by reason of a specific exemption therefrom, at which exemption depends upon, among other things, the Effective Timebona fide nature of the Shareholder’s investment intent as expressed herein. The Shareholder understands that the Exchange Shares may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Act and any other applicable securities laws or pursuant to an exemption therefrom, and in each outstanding Share listed on Schedule 1 shall be converted into, as provided case in and subject to compliance with the limitations conditions set forth in this Agreement. The Shareholder acknowledges and is aware that the Merger Agreement, Exchange Shares may not be sold pursuant to Rule 144 adopted under the right to receive Act unless certain conditions are met and until the Merger Consideration;Shareholder has held the Exchange Shares for the applicable holding period under Rule 144. (e) The Shareholder has not relied on and is not relying on any representations, warranties or other assurances regarding the execution Company other than the representations and delivery of warranties expressly set forth in this Agreement. (f) The Shareholder further acknowledges and understands that the Exchange Shares must be held indefinitely unless the Exchange Shares are subsequently registered under the Act or an exemption from such registration is available. The Shareholder further acknowledges and understands that the Company is under no obligation to register the Exchange Shares. (g) The Shareholder is not subject to any order and is not bound by any contract or other instrument that might have an adverse effect on the Shareholder’s ability to comply with this Agreement and to deliver the Shares to the Company free of any liens, encumbrances, claims or restrictions, and there is no legal, administrative, regulatory or governmental proceeding or investigation (a “Proceeding”) pending, and no person or entity has threatened to commence any Proceeding, that may have such effect. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding against the Shareholder, the Shares held by the Shareholder does not, and or the performance Exchange Shares to be acquired by the Shareholder of his or her obligations hereunder under this Agreement. (h) The Shareholder has reviewed with the Shareholder’s own tax advisors the federal, state, local and the consummation by the Shareholder foreign (if applicable) tax consequences of the transactions contemplated hereby will not, violate by this Agreement. The Shareholder is relying solely on such advisors and not on any statements or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation representations of the Company or any order, arbitration award, judgment or decree to which of its agents. The Shareholder (and not the Shareholder is a party or by which the Shareholder 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 Company) shall be responsible for the Shareholder; and (f) the execution and delivery ’s own tax liability that may arise as a result of this Agreement investment or the transactions contemplated by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectAgreement.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into and deliver this Agreement and to perform the Shareholder’s obligations hereunderterms of this Agreement, and no consent, approval, authorization or filing is required in connection therewith; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, that at the Effective TimeTime of the Merger, (i) each outstanding Share listed on Schedule 1 shall be automatically cancelled and converted intointo the right to receive, as provided in and subject to the limitations set forth in terms and provisions of the Merger Agreement, (A) 1.256 Buyer Shares or (B) a cash amount equal to $38.00 per Share (subject to the provisions of Section 2.03 of the Merger Agreement), and (ii) to the extent not exercised or otherwise terminated in accordance with the terms of the Merger Agreement prior to the Effective Time, each option to purchase Shares listed on Schedule 1 shall be, at the Shareholder’s election, (1) automatically cancelled and converted into the right to receive the product of (x) the number of Shares provided for in such option and (y) the excess, if any, of $38.00 over the exercise price provided for in such option, as further described in the Merger Consideration;Agreement or (2) converted into an Adjusted Option to purchase a number of Buyer Shares determined in accordance with Section 2.02(a)(ii) of the Merger Agreement; and (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except The Shareholder (in the Shareholder’s capacity as disclosed on Schedule 1 hereto, a beneficial owner of the Shareholder Securities) hereby represents and warrants to Buyers Parent and 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 full power and authority legal capacity to execute and deliver this Agreement and to perform consummate the Shareholder’s obligations hereunder;transactions contemplated hereby. (bc) this This Agreement has been duly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a legal, valid and binding agreement obligation of Buyers) is Parent and Amalgamation Sub, this Agreement constitutes a legal, valid and legally binding agreement with respect to obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to the Enforceability Exceptions;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. (cd) Neither the execution and delivery of this Agreement nor the consummation by the Shareholder beneficially owns of the number transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of Shares indicated opposite any kind to which the Shareholder is a party or by which the Shareholder or its assets are bound, except for such violations, defaults or conflicts as would not prevent or materially delay the Shareholder’s name on Schedule 1performance 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 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 (i) violate any provision of any decree, order or judgment applicable to the Shareholder, (ii) 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) violate any provision of the Shareholder’s organizational documents. (e) 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 lienssuch liens or encumbrances arising hereunder and any applicable restrictions on transfer under the Securities Act (collectively, claims, charges or other encumbrances or restrictions of any kind whatsoever (“LiensPermitted Encumbrances”). (f) The Shareholder has full voting power, and has sole, and otherwise unrestricted, voting and investment power with respect to such Sharesits Shareholder Securities, and none 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 Shares is matters set forth in 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 the Shares, except as contemplated by this Agreement such Shareholder Securities. (the Shareholder agrees to promptly notify Buyers in writing g) As of the nature and amount time of any Shares acquired after the date hereofexecution of this Agreement, and such Shares shall be subject there is no Action pending or, 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 knowledge of the Shareholder; and (f) the execution and delivery of this Agreement by , threatened against the Shareholder does not, and the performance of this Agreement at law or equity before or by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, except where the failure Authority that could reasonably be expected to obtain such consents, approvals, authorizations impair or permits, or to make such filings or notifications, would not prevent or materially delay the performance by the Shareholder of his or her its obligations under this Agreement or otherwise adversely impact the Shareholder’s 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 other person is entitled to any material respectbroker’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 the Shareholder.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers Buyer in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties); (d) the Shares listed on Schedule 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 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 receive 0.4970 shares of Buyer Common Stock, plus cash for any fractional shares in accordance with Section 2.03 of the Merger ConsiderationAgreement; (ef) the execution and delivery of this Agreement by the 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 conflict with, or constitute a default underunder (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 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 Shareholder; and (fg) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity Authority or other Person by the ShareholderShareholder 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into and deliver this Agreement and to perform the Shareholder’s obligations hereunderterms of this Agreement, and no consent, approval, authorization or filing is required in connection therewith; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, that at the Effective TimeTime of the Merger, (i) each outstanding Share listed on Schedule 1 shall be automatically cancelled and converted intointo the right to receive, as provided in and subject to the limitations set forth in terms and provisions of the Merger Agreement, (A) 1.02 shares of Buyer Common Stock or (B) a cash amount equal to $31.00 per Share (subject to the provisions of Section 2.4(a) of the Merger Agreement), and (ii) to the extent not exercised or otherwise terminated in accordance with the terms of the Merger Agreement prior to the Effective Time, each option to purchase Shares listed on Schedule 1 shall be automatically cancelled and converted into the right to receive the product of (x) the number of Shares provided for in such option and (y) the excess, if any, of $31.00 over the exercise price provided for in such option, as further described in the Merger Consideration;Agreement; and (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of BuyersBuyer) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is are subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers Buyer in writing of the nature and amount of any Shares acquired after the date hereofof this Agreement, and 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 provided in and 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 Merger ConsiderationAgreement; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity Authority by the ShareholderShareholder 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents represents, warrants, covenants and warrants to Buyers agrees as follows: (a) The Shareholder understands that the offer and sale of the Shares is being made only by means of this Agreement and understands that the Issuer has not authorized the use of, and the Shareholder confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Shareholder is aware that the purchase of the Shares involves a high degree of risk and that the Shareholder may sustain, and has the financial ability to sustain, the loss of his entire investment, understands that no assurance can be given that the Issuer will be profitable in the future, that there is no public market for the Common Stock, and the Issuer can give no assurance that there will ever be a public market for the Common Stock. Furthermore, in subscribing for the Shares, the Shareholder acknowledges it is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in making an investment in the Shares. (b) The Shareholder is not acquiring the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Shareholder may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (c) The Shareholder acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in accordance with applicable state and provincial securities laws; (d) The Shareholder acknowledges and agrees that the Issuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws; (e) The Shareholder represents and warrants that no broker or finder was involved directly or indirectly in connection with his or her purchase of the Shares pursuant to this Agreement. The Shareholder shall indemnify the Issuer and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the Shareholder’s warranty contained in this Paragraph 3(e). (f) The Shareholder understands that he or she has no registration rights with respect to the Shares. (g) Neither the Shareholder nor any of the Designees is a citizen or resident of the United States. (h) The Shareholder is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (i) The Shareholder is acquiring the Shares as principal for the Shareholder’s own account (except for the circumstances outlined in paragraph 3(k)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (j) The Shareholder is not an underwriter of, or dealer in, the common stock of the Issuer, nor is the Shareholder participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (k) If the Shareholder is acquiring the Shares as a fiduciary or agent for one or more investor accounts, the investor accounts for which the Shareholder acts as a fiduciary or agent satisfy the definition of an “Accredited Investor,” as the term is defined in Regulation D promulgated by the SEC under the Securities Act or satisfies the requirements of Regulation S. (l) The Shareholder is not aware of any advertisement of any of the Shares; and (m) No person has made to the Shareholder any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Issuer on any stock exchange or automated dealer quotation system. (n) The Shareholder represents he has such knowledge and experience in financial and business matters as to enable the Shareholder to understand the nature and extent of the risks involved in purchasing the Shares. The Shareholder is fully aware that such investments can and sometimes do result in the loss of the entire investment. The Shareholder has engaged his or her own counsel and accountants to the extent that the Shareholder deems it necessary. (o) Moral Star is a corporation duly organized, validly existing and in good standing under the laws of the British Virgin Islands. Moral Star has the full power and authority to execute and deliver this Agreement own all its assets and to perform the Shareholder’s obligations hereunder;conduct its business as and where its business is presently conducted. (bp) this Agreement has been duly executed The authorized capital stock of Moral Star consists of 50,000 shares of capital stock, all of which are outstanding and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the 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 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 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity owned by the Shareholder. All the issued and outstanding capital stock of Moral Star is duly authorized, except where the failure to obtain such consentsvalidly issued, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his or her obligations under this Agreement in any material respectfully paid and nonassessable.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform its obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the part of the Shareholder is required in connection therewith, and if the Shareholder is married, no consent of the Shareholder’s spouse is necessary under any “community property” or other laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 11 (the “Original Shares”), free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”); (d) except pursuant to this Agreement, and the Shareholder has sole, and otherwise unrestricted, voting and investment power with respect to such the Original Shares, and none there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares is subject to any and there are no voting trust trusts or other agreement, arrangement or restriction voting agreements with respect to the voting of the Original Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the Shareholder does not beneficially own any shares of Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Seller Shares or any security exercisable for or convertible into shares of Seller Shares indicated on Schedule 1; (f) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 is bound, or any statute, rule or regulation to which the Shareholder or the Shareholder’s property or assets 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the (a) Shareholder hereby represents and warrants to Buyers Parent as follows: : (ai) Shareholder is the beneficial or record owner of the 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, other than those encumbrances that are in favor of the Company (provided Parent shall have been provided with copies of the relevant documentation related thereto); (ii) Shareholder does not beneficially own any securities of the Company other than the shares of capital stock and rights to purchase shares of capital stock of the Company set forth on the Schedule 1; (iii) Shareholder has the full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform grant the Shareholder’s obligations hereunder; irrevocable proxy as set forth in Section 4; and (biv) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, Shareholder enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exceptions;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) As of the date hereof and for so long as this Agreement remains in effect (including as of the date of the Company Shareholders Meeting, 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 right to vote all of the 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, any other Person (including, 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 (revocable or irrevocable) or power of attorney with respect to any of the Shares, deposited any of the Shares in a voting trust or entered into any arrangement or agreement with any Person limiting or affecting Shareholder’s legal power, authority or right to vote the Shares on any matter. (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her Shareholder’s agreements and obligations hereunder and the consummation by the Shareholder will not result in any breach or violation of the transactions contemplated hereby will not, violate or be in conflict with, with or constitute a default under, under any term of any agreement, instrumentjudgment, contract or other obligation or any injunction, order, arbitration awarddecree, judgment law, regulation or decree arrangement to which the Shareholder is a party or by which the Shareholder (or any of Shareholder’s assets) is bound, except for any such breach, violation, conflict or any statutedefault that, rule individually or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporationaggregate, partnership, trust would not impair or other entity, adversely affect Shareholder’s ability to perform Shareholder’s obligations under this Agreement or render inaccurate any bylaw or other organizational document of the Shareholder; andrepresentations made by Shareholder herein. (fd) Shareholder understands and acknowledges that Parent, Merger Sub and the Company are entering into the Merger Agreement in reliance upon Shareholder’s execution and delivery of this Agreement by the Shareholder does not, and the performance representations and warranties of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectcontained herein.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Parent and the Company as follows: (a) the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by or on behalf of Shareholder and, to the Shareholder Shareholder’s knowledge and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is the Company and Parent, constitutes a valid and legally binding agreement with respect to the Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Enforceability Exceptionsexcept 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; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, and will own any New Shares, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has solesole or shared, and otherwise unrestricted, voting and investment power with respect to such Shares, Shares or New Shares and none of the Shares 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 contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties)Agreement; (d) the Shareholder understands that, at the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided in and subject to the limitations set forth in the Merger Agreementknowledge of Shareholder, the right to receive the Merger Consideration; (e) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the consummation compliance by the Shareholder of the transactions contemplated hereby 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, contract note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is bound, or any law, 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 Shareholder; and (fe) to the knowledge of Shareholder, 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity governmental or regulatory authority by Shareholder except for applicable requirements, if any, of the ShareholderExchange 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers as follows: Parent that (a) the Shareholder has is a record or beneficial owner of the full Shares, with power and authority to execute and deliver this Agreement and vote the Shares or cause the Shares to perform the Shareholder’s obligations hereunder; 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 been duly executed and delivered by a beneficial interest in or a right to acquire the Shareholder and Shares or any portion of the Shares; (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (cd) the Shareholder beneficially owns Shares are, and will be at all times up until the number of Shares indicated opposite such Shareholder’s name on Schedule 1Expiration Date, free and clear of any liens, claims, options, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; encumbrances; (e) the execution Shareholder's 3 address is accurately set forth on the signature page hereto; (f) the Shareholder has full power and delivery of legal capacity to execute and deliver this Agreement by the Shareholder does not, and the performance by the Shareholder of to perform his or her obligations hereunder hereunder; (g) this Agreement has been duly and the consummation validly executed and delivered by the Shareholder of and constitutes the transactions contemplated hereby will not, violate or conflict with, or constitute a default under, any agreement, instrument, contract or other valid and binding obligation or any order, arbitration award, judgment or 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 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 Shareholder, enforceable against the Shareholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to 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 considered in a proceeding in equity or at law; and and (fh) the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and Shareholder's obligations hereunder will not, require result in any consent, approval, authorization breach of or permit ofconstitute a default (or an event that with notice or lapse of time or both would become a default) under, or filing with give to others any right to terminate, amend, accelerate or notification cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any Governmental Entity by the Shareholdernote, except where the failure bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by which the Shareholder of his is a party or her obligations under this Agreement in any material respectby which the Shareholder or the Shares or New Shares are or will be bound or affected.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform his or her obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the Shareholder’s obligations hereunderpart 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 valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 11 (the “Original Shares”), free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”); (d) except pursuant to this Agreement, and the Shareholder has sole, and otherwise unrestricted, voting and investment power with respect to such the Original Shares, and none there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares is subject to any and there are no voting trust trusts or other agreement, arrangement or restriction voting agreements with respect to the voting of the Original Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the Shareholder does not beneficially own any Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Seller Shares or any security exercisable for or convertible into shares of Seller Shares indicated on Schedule 1; (f) the execution and delivery of this Agreement by the 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 conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 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 Shareholder; and (f) 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, approval, authorization ’s property or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectassets is subject.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers and agrees with Dental as follows:. (a) the Shareholder has the full power legal capacity, and all legal and equitable right, power, and authority (without the consent or approval of any other person), to execute enter into and deliver perform all of his, her or its obligations under this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement. This Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid legal, valid, and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject except as the enforcement thereof may be limited by laws affecting creditors rights generally or by judicial limitations on the right to the Enforceability Exceptions;specific performance, injunctive relief or other equitable remedies. (cb) Shareholder has valid and unencumbered title to all of the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1's Stock, free and clear of any liens, claims, charges Liens or other encumbrances encumbrances. Upon completion of the Merger, Shareholder will, upon request, execute and deliver any additional documents deemed by Dental to be reasonably necessary or restrictions desirable to complete the conversion of Shareholder's Stock into shares of Dental Common Stock and the assumption by Dental of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none Apollo Options of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth for in the Merger Agreement, the right to receive the Merger Consideration;. (ec) the execution The execution, delivery, and delivery performance of this Agreement by the 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 Merger does not and will not, not (i) violate or conflict with, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree agreement to which the Shareholder is a party or by which the Shareholder or any of Shareholder's assets is boundbound or affected, including, without limitation, any voting agreement, shareholders agreement, or voting trust; (ii) give any statuteparty with rights under any such agreement the right to terminate, rule modify or regulation to which otherwise change the rights or obligations of Shareholder is subject or, thereunder or hereunder; or (iii) except as provided in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and (f) 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 notMerger Agreement, require any affirmative approval, consent, approval, authorization or permit ofother order or action of any court, governmental authority, regulatory body, creditor or filing any other person with respect to Shareholder or notification to, any Governmental Entity by the Shareholder, except where the failure 's Stock. (d) The following applies to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his or her obligations under this Agreement in any material respect.[please check all boxes applicable]:

Representations and Warranties of Shareholder. Except as disclosed set forth on Schedule 1 hereto2, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform his or her obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the Shareholder’s obligations hereunderpart 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 valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 11 (the “Original Shares”), free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”); (d) except pursuant to this Agreement, and the Shareholder has sole, and otherwise unrestricted, voting and investment power with respect to such the Original Shares, and none there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares is subject to any and there are no voting trust trusts or other agreement, arrangement or restriction voting agreements with respect to the voting of the Original Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the Shareholder does not beneficially own any Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Seller Shares or any security exercisable for or convertible into shares of Seller Shares indicated on Schedule 1; (f) the execution and delivery of this Agreement by the 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 conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 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 Shareholder; and (f) 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, approval, authorization ’s property or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectassets is subject.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents represents, warrants and warrants covenants to Buyers Parent and Merger Sub as follows: (a) The Shareholder is the Shareholder has owner, or otherwise entitled to direct the full power and authority to execute and deliver this Agreement and to perform voting, of the Shares indicated under the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s 's name on Schedule 1the signature page of this Agreement, and such Shares are free and clear of any liens, Liens or adverse claims, charges or other encumbrances (except for such encumbrances arising under securities laws or restrictions of any kind whatsoever (“Liens”for such Liens or adverse claims, charges or other encumbrances as would not prohibit, limit or otherwise conflict with the Shareholder's compliance with his obligations pursuant to this Agreement). Without limiting the foregoing, and the Shareholder has sole, and otherwise unrestricted, sole voting and investment dispositive power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting all of the Shares, except as with no restrictions on the Shareholder's sole voting and dispositive power and no person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereofMerger Agreement, and such Shares shall be subject to the foregoing representations and warranties); (d) the Shareholder understands that, at upon the Effective Time, each outstanding Share listed on Schedule 1 the Shareholder shall not be converted into, as provided in and subject to any such Contract. The Shareholder does not own any securities of the limitations set forth Company other than the Shares indicated under the Shareholder's name on the signature page of this Agreement. No private entity which is wholly owned by the Shareholder owns any securities of the Company nor will any such entity own any securities of the Company as long as this Agreement is in effect. (i) The Shareholder has full power and authority to make, enter into and carry out its obligations pursuant to the Merger terms and conditions under this Agreement, the right to receive the Merger Consideration; and (eii) the execution and delivery of this Agreement by the Shareholder does do not, and the Shareholder's performance by of its obligations under this Agreement will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or to its Shares; or (b) result in any breach of his or her obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a default (with notice or lapse of time, or both) under, or give to others any agreementrights of termination, instrumentamendment, contract acceleration or other obligation cancellation of, or result in the creation of any orderLien on, arbitration award, judgment or decree any of its Shares pursuant to any agreement to which the Shareholder is a party or by which the Shareholder is boundbound or affected, except in each case as would not prohibit the Shareholder's compliance with his obligations pursuant to this Agreement. (c) No proxies or voting instructions relating to the Merger that are inconsistent with this agreement have been heretofore given or will be given in respect of the Shares. (d) The Shareholder shall not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any statuteaction, rule claim, suit or regulation to which the Shareholder is subject orcause of action, in the event Law or in equity, in any court or before any Governmental Entity, which alleges that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and (fi) the execution and delivery of this Agreement by the Shareholder does not, and the performance granting of any proxies to be delivered in connection with the execution of the Merger Agreement, or (ii) the approval of the Merger Agreement by the board of directors of the Company, breaches any fiduciary duty of the board of directors of the Company or any member thereof or the Shareholder or any other shareholder of the Company. (e) This Agreement has been duly executed by the Shareholder and constitutes the valid and legally binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity. (f) The Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholders execution and delivery of this Agreement by and the representations and warranties of the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectcontained herein.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents represents, warrants, covenants and warrants to Buyers agrees as follows: (a) The Shareholder understands that the Shareholder has offer and sale of the full power and authority to execute and deliver Shares is being made only by means of this Agreement and understands that the Issuer has not authorized the use of, and the Shareholder confirms that he or she is not relying upon, any other information, written or oral, other than material contained in this Agreement. The Shareholder is aware that the purchase of the Shares involves a high degree of risk and that the Shareholder may sustain, and has the financial ability to perform sustain, the Shareholder’s obligations hereunder;loss of his entire investment, understands that no assurance can be given that the Issuer will be profitable in the future, that there is no public market for the Common Stock, and the Issuer can give no assurance that there will ever be a public market for the Common Stock. Furthermore, in subscribing for the Shares, the Shareholder acknowledges it is not relying upon any projections or any statements of any kind relating to future revenue, earnings, operations or cash flow in making an investment in the Shares. (b) this Agreement has been duly executed The Shareholder is not acquiring the Shares as a result of, and delivered by will not itself engage in, any "directed selling efforts" (as defined in Regulation S) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Shareholder may sell or otherwise dispose of the Shares pursuant to registration thereof under the Securities Act and (assuming this Agreement constitutes a valid any applicable state and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptionsprovincial securities laws or under an exemption from such registration requirements; (c) the The Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free acknowledges and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and agrees that none of the Shares is subject to have been registered under the Securities Act, or under any voting trust state securities or other agreement, arrangement or restriction with respect to the voting "blue sky" laws of any state of the SharesUnited States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except as contemplated by this Agreement (in accordance with the Shareholder agrees provisions of Regulation S, pursuant to promptly notify Buyers an effective registration statement under the Securities Act, or pursuant to an exemption from, or in writing a transaction not subject to, the registration requirements of the nature Securities Act and amount of any Shares acquired after the date hereof, in each case in accordance with applicable state and such Shares shall be subject to the foregoing representations and warranties)provincial securities laws; (d) The Shareholder acknowledges and agrees that the Shareholder understands thatIssuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, at pursuant to an effective registration statement under the Effective Time, each outstanding Share listed on Schedule 1 shall be converted into, as provided Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Considerationprovincial securities laws; (e) the execution The Shareholder represents and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of warrants that no broker or finder was involved directly or indirectly in connection with his or her obligations hereunder purchase of the Shares pursuant to this Agreement. The Shareholder shall indemnify the Issuer and hold it harmless from and against any manner of loss, liability, damage or expense, including fees and expenses of counsel, resulting from a breach of the consummation by Shareholder’s warranty contained in this Paragraph 3(e). (f) The Shareholder understands that he or she has no registration rights with respect to the Shares. (g) The Shareholder is resident in the Peoples’ Republic of China; (h) The Shareholder is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (i) The Shareholder is acquiring the Shares as principal for the Shareholder’s own account (except for the circumstances outlined in paragraph 3(k)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (j) The Shareholder is not an underwriter of, or dealer in, the common shares of the Issuer, nor is the Shareholder participating, pursuant to a contractual agreement or otherwise, in the distribution of the transactions contemplated hereby will notShares; (k) If the Shareholder is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Shareholder has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, violate or conflict withrepresentations and agreements on behalf of such account, or constitute a default under, any agreement, instrument, contract or other obligation or any order, arbitration award, judgment or decree to and (ii) the investor accounts for which the Shareholder acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is a party or defined in Regulation D promulgated by which the SEC under the Securities Act; (l) The Shareholder is bound, or not aware of 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, advertisement of any bylaw or other organizational document of the ShareholderShares; and (fm) the execution and delivery of this Agreement by No person has made to the Shareholder does not, any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the performance Shares of this Agreement by the Issuer on any stock exchange or automated dealer quotation system. (n) The Shareholder represents to the Issuer that he is an accredited investor within the meaning of Rule 501 under the Securities Act of 1933 and he understands the meaning of the term “accredited investor.” The requirements for an accredited investor are as set forth in Exhibit B. The Shareholder further represents that he has such knowledge and experience in financial and business matters as to enable the Shareholder does not to understand the nature and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by extent of the Shareholder, except where risks involved in purchasing the failure to obtain Shares. The Shareholder is fully aware that such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay investments can and sometimes do result in the performance by loss of the entire investment. The Shareholder of has engaged his or her obligations under this Agreement in any material respectown counsel and accountants to the extent that the Shareholder deems it necessary.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform its obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the part of the Shareholder is required in connection therewith, and if the Shareholder is married, no consent of the Shareholder’s spouse is necessary under any “community property” or other laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 11 (the “Original Shares”), free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”); (d) except pursuant to this Agreement, and the Shareholder has sole, and otherwise unrestricted, voting and investment power with respect to such the Original Shares, and none there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares is subject to any and there are no voting trust trusts or other agreement, arrangement or restriction voting agreements with respect to the voting of the Original Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the Shareholder does not beneficially own any shares of Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Seller Shares or any security exercisable for or convertible into shares of Seller Shares indicated on Schedule 1; and (f) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 is bound, or any statute, rule or regulation to which the Shareholder or the Shareholder’s property or assets 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the The Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform its obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the part of the Shareholder is required in connection therewith, [and if the Shareholder is married, no consent of the Shareholder’s spouse is necessary under any “community property” or other laws in order for the Shareholder to enter into and perform its obligations hereunderunder this Agreement]; (b) this Agreement has been duly and validly executed and delivered by the Shareholder and (and, assuming this Agreement constitutes a valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 11 (the “Original Shares”), free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”); (d) except pursuant to this Agreement, and the Shareholder has sole, and otherwise unrestricted, voting and investment power with respect to such the Original Shares, and none there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares is subject to any and there are no voting trust trusts or other agreement, arrangement or restriction voting agreements with respect to the voting of the Original Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the Shareholder does not beneficially own any shares of Seller Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Seller Shares or any security exercisable for or convertible into shares of Seller Shares indicated on Schedule 1; (f) (g) the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his his, her or her its obligations hereunder hereunder and the consummation by the Shareholder of the transactions contemplated hereby will not, violate or conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 is bound, or any statute, rule or regulation to which the Shareholder or the Shareholder’s property or assets 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respect.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents represents, warrants and warrants covenants to Buyers Parent as follows: : (ai) Shareholder is the Shareholder has beneficial owner of the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder; (b) this Agreement has been duly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, enforceable in accordance with its terms, subject to the Enforceability Exceptions; (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1the signature page of this Agreement, which are free and clear of any liens, adverse claims, charges or other encumbrances (except as such encumbrances arising under securities laws or restrictions for such liens, adverse claims, charges or other encumbrances as would not prohibit Shareholder’s compliance with its obligations pursuant to this Agreement); (ii) to Shareholder’s knowledge, Shareholder does not own, beneficially or of record any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none securities of the Company other than the Shares is subject indicated on the signature page of this Agreement; (iii) Shareholder has full power and authority to any voting trust make, enter into and carry out the terms and conditions under this Agreement; (iv) prior to or other agreement, arrangement or restriction simultaneously with respect to the voting execution and delivery of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive S1 Voting Agreement shall have been validly terminated in accordance with its terms automatically upon the termination of the S1 Merger Consideration; Agreement; (ev) the execution and delivery of this Agreement by the Shareholder does do not, and the Shareholder’s performance by the Shareholder of his or her its obligations hereunder and the consummation by the Shareholder of the transactions contemplated hereby under this Agreement will not: (a) conflict with or violate any order, violate decree or conflict with, judgment applicable to Shareholder or to the Shares; or (b) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any agreementrights of termination, instrumentamendment, contract acceleration or other obligation cancellation of, or result in the creation of any orderencumbrance on, arbitration award, judgment or decree any of the Shares pursuant to any agreement to which the Shareholder is a party or by which the Shareholder is bound, 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholderaffected, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, in each case as would not prevent or delay the performance by the Shareholder of his or her prohibit Shareholder’s compliance with its obligations under pursuant to this Agreement in any material respectAgreement.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the Shareholder hereby represents and warrants to Buyers Buyer as follows: (a) the Shareholder has the full complete and unrestricted power and authority the unqualified right to execute enter into, execute, deliver and deliver perform his or her obligations under this Agreement Agreement, and to perform no consent, approval, authorization or filing on the Shareholder’s obligations hereunderpart 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 valid and binding agreement of Buyers) Buyer, is a valid and legally binding agreement with respect to of the Shareholder, enforceable against the Shareholder in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to the Enforceability Exceptionsor affecting creditors’ rights or by general equity principles); (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), ) and has sole, subject only to any applicable award agreements from Seller granting the interest in said Shares and otherwise unrestricted, the voting and investment power with respect to such Shares, and none disposition rights of others who hold beneficial ownership rights in the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting as of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and such Shares shall be subject to the foregoing representations and warranties); (d) except pursuant to this Agreement, including as described in 4(c) above, and there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Shareholder understands thatis a party relating to the pledge, at disposition or voting of any of the Effective Time, each outstanding Share listed indicated on Schedule 1 shall be converted into, as provided in and subject there are no voting trusts or voting agreements with respect to the limitations set forth in the Merger Agreement, the right to receive the Merger ConsiderationShares indicated on Schedule 1; (e) the Shareholder does not beneficially own any Seller Shares other than the Shares indicated on Schedule 1; (f) the execution and delivery of this Agreement by the 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 conflict with, or constitute a breach of or default (with or without notice or lapse of time or both) 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 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 Shareholder; and (f) 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, approval, authorization ’s property or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, 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 the Shareholder of his or her obligations under this Agreement in any material respectassets is subject.

Representations and Warranties of Shareholder. Except as disclosed on Schedule 1 hereto, the (a) Shareholder hereby represents and warrants to Buyers Parent as follows: : (ai) Shareholder is the beneficial or record owner of the shares of Company Capital Stock indicated on the signature page of this Agreement, free and clear of any and all pledges, liens, security interests, claims, charges, restrictions, options or encumbrances (except as the same may arise under securities laws); (ii) Shareholder does not beneficially own any securities of the Company other than the shares of Company Capital Stock and Company Options set forth on the signature page of this Agreement; (iii) Shareholder has the full power and authority to execute make, enter into and deliver carry out the terms of this Agreement and to perform grant the Shareholder’s obligations hereunder; irrevocable proxy as set forth in Section 4; and (biv) this Agreement has been duly and validly executed and delivered by the Shareholder and (assuming this Agreement constitutes a valid and binding agreement of Buyers) is a valid and legally binding agreement with respect to the Shareholder, Shareholder enforceable against it/him/her in accordance with its the Agreement's terms, subject to laws of general application relating to injunctive relief or other equitable remedies and applicable bankruptcy, insolvency and other laws relating to or affecting the Enforceability Exceptions;enforcement of creditors' rights generally. (b) Except for this Agreement or as otherwise permitted by this Agreement, Shareholder has full legal power, authority and right to vote or to direct the voting of all of the Shares then owned of record or beneficially by him or her, in favor of the Merger Proposal without the consent or approval of, or any other action on the part of, any other Person. (c) the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind whatsoever (“Liens”), and has sole, and otherwise unrestricted, voting and investment power with respect to such Shares, and none of the Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Shares, except as contemplated by this Agreement (the Shareholder agrees to promptly notify Buyers in writing of the nature and amount of any Shares acquired after the date hereof, and 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 provided in and subject to the limitations set forth in the Merger Agreement, the right to receive the Merger Consideration; (e) the The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her agreements and obligations hereunder and the consummation by the Shareholder will not result in any breach or violation of the transactions contemplated hereby will not, violate or be in conflict with, with or constitute a default under, under any term of any agreement, instrumentjudgment, contract or other obligation or any injunction, order, arbitration awarddecree, judgment law, regulation or decree arrangement to which the Shareholder is a party or by which the Shareholder (or any of his or her assets) is bound, except for any such breach, violation, conflict or any statutedefault which, rule individually 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 Shareholder; and (f) 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, approval, authorization or permit of, or filing with or notification to, any Governmental Entity by the Shareholder, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notificationsaggregate, would not prevent impair or delay the performance by the Shareholder of adversely affect Shareholder's ability to perform his or her obligations under this Agreement in or render inaccurate any material respectof the representations made by him or her herein.