Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder hereby represents, warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself, hereby representsrepresents and warrants to Parent, warrants as of the date of this Agreement and covenants as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Such Each such Shareholder which is an entity is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under this Agreement, hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement is and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) The Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable contained herein. Such Shareholder has had the opportunity to or binding upon such Shareholder or any of its properties; review the Merger Agreement and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement with counsel of his, her or the transactions provided for hereinits own choosing. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants to Parent as follows: : (a) Such such Shareholder has beneficial ownership of, and is duly organized entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or formedher name on Schedule 1 hereto, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) Such such Shareholder has the right, power and authority to enter into this Agreementexecute, to become a Shareholder deliver and to perform its obligations under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement is has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation agreement of such Shareholder. , enforceable in accordance with its terms; (c) The execution and delivery of this Agreement does not violate or conflict with such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, until the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery termination of this Agreement. , will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (dother than (i) Neither Shareholder nor any pledges for loans entered into in the ordinary course and (ii) rights of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed Parent and encumbrances respecting such Company Common Shares created pursuant to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. Merger Agreement); and (ed) Except for a change other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law over (in which case this Agreement shall bind the affected Shareholder has no control transferee); (x) transfers for estate and tax planning purposes, subject in each case to the affected Shareholder transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrencenot be unreasonably withheld), the foregoing representations and warranties shall remain true and accurate during the term of the Companyfor any sales, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offeringassignments, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration transfers or other qualification relating thereto under the Securities Act and under any applicable state securities laws dispositions necessitated by hardship; or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required (z) as Parent may otherwise agree in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shareswriting.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants to Parent as follows: (a) Such Shareholder is duly organized the record or formedbeneficial owner of, validly existing andand has good and valid title to, if applicablethe Owned Shares set forth opposite his or her name on Schedule A hereto, free and clear of Liens other than as created by this Agreement. Each Shareholder has sole or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power of disposition, sole or joint (with the other Shareholder) power to demand appraisal rights and sole or joint (with the other Shareholder) power to agree to all of the matters set forth in this Agreement, as appropriate, in good standing under each case with respect to those Owned Shares set forth opposite his or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the laws terms of this Agreement. As of the jurisdiction date hereof, other than (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of its formationthe Shareholders, (iii) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (v) Shares held by the Company’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject to any voting trust agreement or other Contract to which any Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has the right, full legal power and authority capacity to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its such Shareholder’s obligations under this Agreementhereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and this Agreement is delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married to one another. (c) The Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (1) 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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (2) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to the Company as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal or dissenter rights, if any, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under hereunder. The execution, delivery and performance of this Agreement by each such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation 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 consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and this Agreement is validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder, (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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, warrants and covenants Nowseven represent and warrant as followsfollow: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws a. Shareholders are and will be as of the jurisdiction closing date, the sole owner of its formationall of the outstanding shares of Nowseven, which shares are and will be free from any claims, liens, or other encumbrances, and Shareholders have the unqualified right to transfer said shares. (b) Such Shareholder has the rightb. The Nowseven Shares constitute validly issued shares of Nowseven, power fully paid and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholdernonassessable. (c) c. The execution financial statements of Nowseven attached hereto as Exhibit A fairly and delivery accurately represent the financial condition of this Agreement does Nowseven as of the date of said statements; there has been no material change in the financial condition of Nowseven since the date of said statements except as set forth in Exhibit B; there are no substantial liabilities, either fixed or contingent, not violate reflected in such financial statements other than contracts or conflict with obligations in the charter, bylaws or formation documents usual course of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its propertiesbusiness; and no consentsuch contracts or obligations in the usual course of business are liens or other liabilities which, approvalif disclosed, authorization would alter substantially the financial condition of Nowseven as reflected in such financial statements. d. Neither Nowseven nor any Shareholder is involved in any pending litigation or order governmental investigation or proceeding, and no threats or claims of any court litigation or government authority governmental investigation have been asserted against Nowseven, except as set forth at Exhibit C. e. Shareholders have been supplied with this Agreement are familiar with and understands its contents. f. Shareholders, in determining to acquire the iShopper Shares, have relied solely on their own analysis of information obtained from iShopper and the advice of Shareholders' legal counsel and accountants or third party is required other financial advisors with respect to such Shareholder the tax and other consequences involved in connection with purchasing iShopper Shares. g. Shareholders understand and acknowledge that their rights to the execution iShopper Shares will be governed by the terms and delivery conditions of this the Agreement. (d) Neither Shareholder nor any of its Affiliates has employed h. The iShopper Shares being acquired will be acquired for Shareholders' own accounts without a view to public distribution or retained any brokerresale and that Shareholders have no contract, agent or finder in connection with this Agreementundertaking, agreement, or paid arrangement to sell or agreed to pay otherwise transfer or dispose of any brokerage fee, finder’s fee, commission iShopper Shares or similar payment any portion thereof to any Person on account of this Agreement or the transactions provided for herein.person; (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate.i. Shareholders (f) The undersigned Shareholders understand (i) can bear the economic risk of the purchase of iShopper Shares, including the loss of their respective and entire investment, (ii) have such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in iShopper Shares, (iii) understand that there is no guarantee that the actual performance of iShopper under any circumstances will match and projections which may have been made, and that such actual performance may differ substantially from what is represented in any such projections. j. Shareholders acknowledge and understands that the iShopper Shares have not been registered under the Securities 1933 Act or the securities laws of any state and are subject to substantial restrictions on transfer as described in the Agreement. k. Shareholders will not sell or otherwise transfer ownership or dispose of any iShopper Shares or any portion thereof unless (i) such iShopper Shares are registered under the 1933 Act and any applicable state securities laws or Shareholder obtains an opinion of counsel which is satisfactory to iShopper that such iShopper Shares may be sold in reliance on an exemption from such registration requirements, and (ii) the transfer is otherwise made in accordance with this Agreement. l. Shareholders understands that (i) iShopper has no obligation or intention to register any iShopper Shares for resale or transfer under the 1933 Act or any state securities laws because or to take any action (including the Company is issuing these filing of reports or the publication of information as required by Rule 144 under the ▇▇▇▇ ▇▇▇) which would make available any exemption from the registration requirements of any such laws and (ii) Shareholder therefore may be precluded from selling or otherwise transferring ownership of or disposing of any iShopper Shares or any portion thereof for an indefinite period of time or at any particular time. m. Shareholders acknowledges that Shareholder has been encouraged to rely upon the advice of Shareholder's legal counsel and accountants or other financial advisors with respect to the tax and other considerations relating to the purchase of iShopper Shares and has been offered, during the course of discussions concerning the acquisition of iShopper Shares, the opportunity to ask such questions and inspect such documents (including the books and records and financial statements) concerning iShopper and its business and affairs as Shareholder has requested so as to understand more fully the nature of the investment and to verify the accuracy of the information supplied. (i) Shareholders are each at least 21 years of age; (ii) Shareholders are all United States citizens; (iii) Shareholders have adequate means of providing for Shareholders' current needs and personal contingencies; (iv) Shareholders have no need for liquidity in Shareholders' investments; (v) Shareholders maintain their respective principal residences at the addresses shown below for each; and (vi) all investments in and commitments to non-liquid investments are, and after the purchase of iShopper Shares will be, reasonable in relation to Shareholders' respective net worth and current needs. o. Shareholders understand that no federal or state agency including the Securities and Exchange Commission or the securities commission or authorities of any state has approved or disapproved the iShopper Shares, passed upon or endorsed the merits of the Offering, or made any finding or determination as to the fairness of the iShopper Shares for public investment. p. Shareholders understand that the iShopper Shares are being offered and sold in reliance upon the on specific exemptions from the registration requirements of the Securities Act or applicable federal and state securities laws providing for issuance of securities not involving a public offering, (ii) and that the Company has relied iShopper is relying upon the fact that truth and accuracy of the Shares are to be held by each Shareholder for investmentrepresentations, warranties, agreements, acknowledgments, and (iii) understandings set forth herein in order to determine the suitability of Shareholder to acquire the iShopper Shares. q. That the information set forth herein concerning Shareholder is true and correct. r. Shareholders are all "accredited investors" as that exemption from registration term is defined in Regulation D promulgated under the Securities Act of 1933 (the "1933 Act"), in that each (i) has an individual net worth, or applicable state securities laws would not be available if the Shares were acquired by a Shareholder joint net worth with a view to distribution. Accordinglyhis or her spouse, of at least $1,000,000, or (ii) has had individual income in excess of $200,000, or joint income with his or spouse in excess of $300,000, in each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under last two years, and has a reasonable expectation of reaching the Securities Act and under any applicable state securities laws or unless same income level in the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharescurrent year.

Representations and Warranties of Shareholders. Each Shareholder hereby representsShareholder, severally and not jointly, represents and warrants to Parent and covenants Merger Sub as follows: (a) Such Shareholder is has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly organized and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formationsimilar Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) Such Shareholder has is the rightBeneficial Owner, power free and authority to enter into clear of any Liens (other than those arising under this Agreement or any Liens under any margin account with a bank or brokerage at which the Owned Shares are held), of the Owned Shares, which, as of the date of this Agreement, to become a Shareholder and to perform its obligations under are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is a legalstill effective or entered into any voting or similar agreement with respect to, valid and binding obligation of such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the Ordinary Shares that are legally owned by such Shareholder as of the date of this Agreement, and, except for such Shareholder’s Owned Shares and the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (excluding Company Stock Options and Restricted Stock Units). (c) The Except for filings required under the Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement does not violate or conflict with by such Shareholder, the charter, bylaws or formation documents of consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any agreementother person by such Shareholder, judgment(ii) results in a violation or breach of, licenseor constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, permitcancellation, order material modification or other document applicable acceleration) under any of the terms, conditions or provisions of any contract to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by Parent, Merger Sub, the Company or any of its Subsidiaries. (e) Each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholders’ execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents, warrants and covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is duly organized the owner, or formedotherwise entitled to direct the voting, validly existing and, if applicable, in good standing 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, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the jurisdiction Company's directors, the Shareholder has sole voting and dispositive power with respect to all of its formationthe Shareholder's 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 Shareholder's 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. To the Shareholder's knowledge, after inquiry, as of November 26, 2013 no private entity controlled but not wholly-owned by the Shareholder (other than private entities controlled by Elron) owned any securities of the Company. (bii) Such (A) The Shareholder has the right, full power and authority to make, enter into this Agreement, to become a Shareholder and to perform carry out its obligations pursuant to the terms and conditions under this AgreementAgreement and the Proxy, and this Agreement is a legal, valid and binding obligation of such Shareholder. (cB) The the execution and delivery of this Agreement does not violate or the Proxy by the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the charter, bylaws or formation documents of such Shareholder or to its Shares; or (b) result in any agreementbreach of or constitute a default (with notice or lapse of time, judgmentor both) under, licenseor give to others any rights of termination, permitamendment, order acceleration or other document applicable to cancellation of, or binding upon such Shareholder or result in the creation of any Lien on, any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment Shares pursuant to any Person on account of agreement to which the Shareholder is a party or by which the Shareholder is bound or affected, except in each case as would not prohibit the Shareholder’s compliance with its obligations pursuant to this Agreement or the transactions provided for hereinProxy. (eiii) Except for a change of law over which No proxies or voting instructions relating to the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Merger have been heretofore given or will be given in respect of the CompanyShareholder's Shares, and such Shareholder shall neither take action nor permit action to be taken which would cause any of other than the foregoing representations to become untrue or inaccurateProxy. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representshereby, warrants severally and covenants not jointly, represents and warrants, with respect to himself, herself or itself only, to Parent and Merger Sub as follows: 1.1 As of the date of this Agreement, such Shareholder (ai) is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. 1.2 Such Shareholder has the legal capacity or requisite entity power and authority, as the case may be, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction state of its formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. 1.3 This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to (bi) Such Shareholder has laws of general application relating to bankruptcy, insolvency and the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreementrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 If such Shareholder is an individual and the Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Shareholder, this Agreement has been duly executed and delivered by such Shareholder’s spouse and, assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such spouse in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) The 1.5 Neither the execution and delivery of this Agreement does not violate nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with the charterwith, bylaws any contract, trust, commitment, agreement, understanding, arrangement or formation documents restriction of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any agreementsuch violation, default or conflict which would not prevent or delay the performance by such Shareholder of any of its obligations under this Agreement. The consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, license, permit, order injunction or other document decree applicable to or binding upon such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s organizational documents or (iii) require any of its properties; and no consent, approval, authorization or order notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any court of his, her or government authority its obligations under this Agreement. 1.6 The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or third party is required by a nominee or custodian for the benefit of such Shareholder, free and clear of all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) any such Liens arising hereunder, (ii) any applicable restrictions on transfer under state or federal securities laws, (iii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares and (iv) where applicable, that certain Stock Transfer Agreement, dated as of December 4, 2009, between the Company and the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Limited Partnership (collectively, “Permitted Liens”). 1.7 Such Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent such Shareholder in connection from complying with the execution terms of this Agreement). 1.8 There is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Agreement. 1.9 Such Shareholder has received and reviewed a draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed 1.10 No broker, investment bank, financial advisor or retained other Person is entitled to any broker’s, agent finder’s, financial adviser’s or finder similar fee or commission in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of the transactions contemplated by this Agreement based upon arrangements made by or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns on behalf of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Shareholder in such Shareholder’s capacity as a shareholder of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representsas to itself, himself or herself represents and warrants and covenants to GoodNoise as follows: (a) Such Shareholder is duly organized 5.1 No person or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become entity not a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery signatory of this Agreement does not violate has a beneficial interest in or conflict with a right to acquire or vote the charter, bylaws or formation documents Nordic Shares held of record by such Shareholder or any agreementportion thereof (except, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to shareholders which are partnerships, partners of such shareholders). The Nordic Shares are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Nordic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Nordic that Shareholder purchases or with respect to which such Shareholder in connection with otherwise acquired beneficial ownership after the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account date of this Agreement or and prior to the transactions provided for hereinClosing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Nordic Shares. (e) Except for a change of law over which the affected 5.4 Such Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence)represents to GoodNoise, the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the GoodNoise Shares have not been registered under the Securities Act which he will receive will be acquired with his own property or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act funds or applicable state securities laws providing property for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder investment for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares an indefinite period for such his own Shareholder’s account, for investment not as a nominee or agent, and not with a view to the resale sale or distribution of any part thereof. Each , and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder shall understands that the GoodNoise Shares will not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto be registered under the Securities Act and under any applicable state securities laws or unless of 1933 (the holder "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act Act, and applicable state securities laws that GoodNoise's reliance on such exemption is not required in connection with predicated on his representations set forth herein. 5.6 Until such transfer, offer or sale. Each Shareholder understands that time as the Company is under no obligation to register the GoodNoise Shares or to assist such Shareholder in complying with any exemption from registration shall become registered for resale under the Securities Act or any state securities laws if no longer subject to restriction pursuant to Rule 144(k), such Shareholder should, at agrees that in no event will he make a later date, wish to dispose disposition of any of the SharesGoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) such disposition will not require registration of such Stock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this Section. 5.7 In connection with the investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment. 5.8 Such Shareholder understands that the acquisition of the GoodNoise Shares involves a highly speculative and risky investment and that GoodNoise may not be able to continue as a going concern unless it is able to raise substantial funds from outside investors and that there is no assurance that GoodNoise will be able to do so.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such and Mr. de Berdouare as follows: Such Shareholder is acquiring its sha▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇xchanged Shares for such its own Shareholder’s accountaccount as principal, not as a nominee or agent, for investment purposes only, and not with a view to the resale or for resale, distribution thereofor fractionalization thereof in whole or in part. Each Such Shareholder shall does not transferhave any contract, sell undertaking, agreement or offer for sale all arrangement with any Person to sell, transfer or grant participations to such Person or to any portion third Person, with respect to any of the Shares unless there is an effective registration Exchanged Shares. Such Shareholder has full legal right and power, corporate or other, and authority to execute, deliver and perform this Exchange Agreement, the other Transaction Documents and all of the other documents required to be executed and delivered by it in connection herewith and therewith and to do all acts as are expressly required or contemplated hereunder or thereunder to be done, observed or performed by it. The execution, delivery and performance by such Shareholder of this Exchange Agreement and the other Transaction Documents and all of the other documents required to be executed and delivered by such Shareholder in connection herewith and therewith and the taking of all acts as expressly required or contemplated hereunder or thereunder to be done, observed or performed by it have been duly authorized by all necessary corporate, stockholder or other qualification relating thereto under pertinent action. This Exchange Agreement and the Securities Act other Transaction Documents to be delivered by such Shareholder in connection herewith have been duly executed by such Shareholder and under any applicable state securities laws or unless the holder of Shares delivers delivered to the Company an opinion and Mr. de Berdouare and, assuming due authorization, execution and deli▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ thereof by other parties hereto and thereto, are valid and binding obligations of counselsuch Shareholder, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist enforceable against such Shareholder in complying accordance with any exemption from registration under their terms, except as such enforceability may be limited by the Securities Act or any state securities laws if such Bankruptcy Exception. Such Shareholder should, at a later date, wish has good and marketable title to dispose the shares of the SharesPreferred Stock set forth in Column B of Annex A hereto opposite such Shareholder's name, free and clear of all Liens, and the Shareholder does not own of record or beneficially any other capital stock of the Company.

Representations and Warranties of Shareholders. Each Shareholder hereby representsas to itself, himself or herself represents and warrants and covenants to GoodNoise as follows: (a) Such Shareholder is duly organized 5.1 No person or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become entity not a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery signatory of this Agreement does not violate has a beneficial interest in or conflict with a right to acquire or vote the charter, bylaws or formation documents Emusic Shares held of record by such Shareholder or any agreementportion thereof (except, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to shareholders which are partnerships, partners of such shareholders). The Emusic Shares are and will be, at all times until the Closing, free and clear of any liens, claims, options, charges or other encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Emusic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Emusic that Shareholder purchases or with respect to which such Shareholder in connection with otherwise acquired beneficial ownership after the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account date of this Agreement or and prior to the transactions provided for hereinClosing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Emusic Shares. (e) Except for a change of law over which the affected 5.4 Such Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence)represents to GoodNoise, the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the GoodNoise Shares have not been registered under the Securities Act which he will receive will be acquired with his own property or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act funds or applicable state securities laws providing property for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder investment for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares an indefinite period for such his own Shareholder’s account, for investment not as a nominee or agent, and not with a view to the resale sale or distribution of any part thereof. Each , and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder shall understands that the GoodNoise Shares will not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto be registered under the Securities Act and under any applicable state securities laws or unless of 1933 (the holder "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act Act, and applicable state securities laws that GoodNoise's reliance on such exemption is not required in connection with predicated on his representations set forth herein. 5.6 Until such transfer, offer or sale. Each Shareholder understands that time as the Company is under no obligation to register the GoodNoise Shares or to assist such Shareholder in complying with any exemption from registration shall become registered for resale under the Securities Act or any state securities laws if no longer subject to restriction pursuant to Rule 144(k), such Shareholder should, at agrees that in no event will he make a later date, wish to dispose disposition of any of the SharesGoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) such disposition will not require registration of such Stock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this Section. 5.7 In connection with the investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment, has the ability to bear the economic risks of his investment. 5.8 Such Shareholder understands that the acquisition of the GoodNoise Shares involves a highly speculative and risky investment and that GoodNoise may not be able to continue as a going concern unless it is able to raise substantial funds from outside investors and that there is no assurance that GoodNoise will be able to do so.

Representations and Warranties of Shareholders. Each Shareholder hereby representsShareholder, severally and not jointly, represents and warrants and covenants to Acquirer, as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction date of its formation. this Agreement and as of the Closing Date, that (bi) Such Shareholder this Agreement has the rightbeen duly authorized, power executed and authority to enter into this Agreement, to become a delivered by such Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, constitutes the valid and binding obligation agreement of such Shareholder. , enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally; (cii) The such Shareholder is the record and beneficial owner of the Owned Shares set forth below such Shareholder’s name on the signature page hereto (and any Owned Shares acquired by such Shareholder after the date hereof), with sole voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in IFB owned (beneficially or of record) by such Shareholder; (iv) such Owned Shares are owned by such Shareholder free and clear of all liens, charges, encumbrances, agreements and commitments of every kind, other than as expressly set forth herein; and (v) neither the execution and or delivery of this Agreement does not nor the consummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any Law or conflict with the charterorder, bylaws injunction, decree or formation documents of judgment applicable to such Shareholder or any agreementcontract, judgment, license, permit, order agreement or other document applicable commitment to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Owned Shares) is bound, approvalother than such violations of contracts, authorization agreements or order commitments as would not prevent, impede or delay the performance by Member of his or her obligations hereunder or impose any court liability or government authority obligation on IFB or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act Acquirer or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act Subsidiaries or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution Affiliates thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to Parent as follows: (a) As of the date hereof, such Shareholder is the record and/or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder is duly organized or formedhas sole voting power, validly existing andsole power of disposition, if applicablesole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in good standing each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder that is a trust was duly created under the laws of the jurisdiction of state in which it was created, is valid, has not terminated and has not been revoked, and is not supervised by any court. Each Shareholder that is a trust (through its formation. (btrustee) Such Shareholder has the rightfull power, power authority and authority capacity to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under hereunder. Each Shareholder who is a natural Person has full legal power and capacity to execute and deliver this AgreementAgreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is a trust, the performance by such Shareholder of its obligations hereunder and the consummation 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 or the trustee thereof are necessary to authorize the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby. The trustee of each Shareholder that is a trust is the only Person required by such Shareholder’s trust agreement to act on behalf of such Shareholder and is authorized to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will (A) conflict with or violate, any provision of the trust agreement of any Shareholder that is a trust or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) Except as provided in the Merger Agreement or the Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Encumbrances other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. (b) As of the date hereof, other than the Owned Shares and the options identified on Schedule A, such Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (c) The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (d) Each such Shareholder that is an individual has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. (e) Each such Shareholder that is an entity is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is an entity, the performance by such Shareholder of its obligations hereunder and the consummation 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 consummation by such Shareholder of the transactions contemplated hereby. (f) This Agreement has been duly and this Agreement is validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (cg) The Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (i) conflict with or violate any provision of the organizational documents of any such Shareholder that is an entity, (ii) 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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (h) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party (including the Shareholder) of its obligations under this Agreement. (i) Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents accuracy of the representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representsShareholder, severally and not jointly, represents and warrants to Parent and covenants Merger Sub as follows: (a) Such Shareholder is has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly organized and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formationsimilar Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) Such Shareholder has is the rightBeneficial Owner, power free and authority to enter into clear of any Liens (other than those arising under this Agreement and other than Liens against Owned Shares that have been pledged and/or deposited in certain accounts maintained with registered broker-dealers and other nominees as margin loan collateral), of the Owned Shares, which, as of the date of this Agreement, to become a Shareholder and to perform its obligations under are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is a legalstill effective or entered into any voting or similar agreement with respect to, valid and binding obligation of such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the capital stock of the Company that are legally and Beneficially Owned by such Shareholder as of the date of this Agreement, and, except for such Shareholder’s Owned Shares and, the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (including Company Stock Options). (c) The Except for filings required under the Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement does not violate or conflict with by such Shareholder, the charter, bylaws or formation documents of consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any agreementother person by such Shareholder, judgment(ii) results in a violation or breach of, licenseor constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, permitcancellation, order material modification or other document applicable acceleration) under any of the terms, conditions or provisions of any contract to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by Parent, Merger Sub, the Company or any of its Subsidiaries. (e) Each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholders’ execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representsShareholder, severally and not jointly, represents and warrants to the Purchaser Parties as of the date of this Agreement and covenants at all times during the term of this Agreement, as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power requisite capacity and authority to enter into execute and deliver this Agreement, Agreement and to become a fulfill and perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and to perform its obligations under this Agreement, and this Agreement is constitutes a legal, valid and binding obligation agreement of such Shareholder enforceable by the Purchaser Parties against such Shareholder in accordance with its terms. (b) The number of Shares constituting Owned Shares of such Shareholder as of the date hereof, and the number of votes which the holder of such Shares shall be entitled to cast in respect of any matter as to which holders of Shares are entitled to cast votes, are set forth next to such Shareholder’s name on Schedule A of this Agreement. Such Shareholder is the record and Beneficial Owner of, and has good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement) to, the Owned Shares, and, except as provided in this Agreement and subject to the provisions of the Securities Act of 1933, as amended, has full and unrestricted power to dispose of and vote all of such Shareholder’s Owned Shares without the consent or approval of, or any other action on the part of, any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth next to such Shareholder’s name on Schedule A hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder as of the date hereof, and, except for such Shareholder’s Owned Shares, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Shares or any securities convertible into Shares (including Company Stock Rights). (c) The Other than the filing by a Shareholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act, none of the execution and delivery of this Agreement does not violate by a Shareholder, the consummation by a Shareholder of the actions contemplated hereby or conflict compliance by a Shareholder with any of the charterprovisions hereof (i) requires any consent or other Permit of, bylaws or formation documents filing with or notification to, any Governmental Entity or any other Person by such Shareholder, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, modification or acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or any agreement, judgment, license, permit, order or other document applicable to or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in connection with the execution and delivery a Lien upon any of this Agreementsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) Neither Such Shareholder nor any has reviewed the Merger Agreement and has had the opportunity to ask questions and receive answers concerning (i) the terms and conditions of its Affiliates this Agreement and (ii) the terms and conditions of the transactions contemplated by the Merger Agreement, including the Merger, has employed or retained any broker, agent or finder in connection with had full access to such other information concerning this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this the Merger Agreement or and the transactions provided for herein. (e) Except for a change of law over which Merger as the affected Shareholder has no control (requested, and has had the opportunity to consult with the Shareholder’s legal and financial advisors regarding this Agreement, the Merger Agreement and the affected Shareholder shall immediately notify Merger and the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesobligations hereunder.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents, warrants and covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is duly organized the owner, or formedotherwise entitled to direct the voting, validly existing and, if applicable, in good standing 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, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the jurisdiction Company's directors, the Shareholder has sole voting and dispositive power with respect to all of its formationthe Shareholder's 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 Shareholder's 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. (bA) Such The Shareholder has the right, full power and authority to make, enter into this Agreement, to become a Shareholder and to perform carry out its obligations pursuant to the terms and conditions under this AgreementAgreement and the Proxy, and this Agreement is a legal, valid and binding obligation of such Shareholder. (cB) The the execution and delivery of this Agreement does not violate or the Proxy by the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the charter, bylaws or formation documents of such Shareholder or to its Shares; or (b) result in any agreementbreach of or constitute a default (with notice or lapse of time, judgmentor both) under, licenseor give to others any rights of termination, permitamendment, order acceleration or other document applicable to cancellation of, or binding upon such Shareholder or result in the creation of any Lien on, any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment Shares pursuant to any Person on account of agreement to which the Shareholder is a party or by which the Shareholder is bound or affected, except in each case as would not prohibit the Shareholder’s compliance with its obligations pursuant to this Agreement or the transactions provided for hereinProxy. (eiii) Except for a change of law over which No proxies or voting instructions relating to the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Merger have been heretofore given or will be given in respect of the CompanyShareholder's Shares, and such Shareholder shall neither take action nor permit action to be taken which would cause any of other than the foregoing representations to become untrue or inaccurateProxy. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each individual Shareholder (with respect to himself or itself only) hereby represents, represents and warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) a. Such Shareholder has the right, power and authority requisite capacity to enter into into, execute and deliver this Agreement, to become a Shareholder consummate the transactions contemplated hereby, and to perform its obligations under hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Shareholder. This Agreement has been duly executed and delivered by such Shareholder. This Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally, and general principles of equity. b. Such Shareholder owns the ALNG Shares attributed to such Shareholder in Schedule 1, free and clear of all liens, restrictions and claims of any kind. The ALNG Shares attributed to such Shareholder are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of such shares. To the extent the ALNG Shares attributed to such Shareholder constitute community property with such Shareholder’s spouse, such spouse has the requisite capacity to execute the spousal consent form incorporated in the signature pages to this Agreement, and this Agreement such spouse’s execution of such spousal consent form is a legal, valid and binding obligation of such Shareholderspouse. (c) The execution c. Such Shareholder is acquiring the EBI Shares for its own account for investment purposes and delivery of this Agreement does not violate with a view to, or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder for sale in connection with the execution with, any distribution thereof and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and present agreement or commitment providing for the affected disposition thereof. Such Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand understands that (i) that none of the EBI Shares have not has been registered under the Securities Act or any applicable state securities laws because the Company is issuing these Shares laws, by reason of their issuance in reliance upon the exemptions a transaction exempt from the registration requirements of the Securities Act or applicable and such state securities laws providing for issuance of securities not involving a public offeringlaws, (ii) that the Company has relied upon the fact that the EBI Shares are to must be held by each Shareholder for investment, and (iii) that exemption from registration indefinitely unless a subsequent disposition thereof is registered under the Securities Act or applicable state securities laws would not be available if is exempt from such registration, (iii) the EBI Shares were acquired by will bear a legend to such effect, and (iv) Earth Biofuels will make a notation on its transfer books to such effect. d. Such Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to acknowledges that it has received all the Company information requested from Earth Biofuels that such Shareholder is acquiring considers necessary or appropriate for deciding whether to consummate the transactions contemplated by this Agreement. Such Shareholder acknowledges that its representatives have had an opportunity to ask questions and receive answers concerning the EBI Shares for and have had access to such own Shareholder’s account, for investment other information concerning Earth Biofuels as Such Shareholder has requested. Such Shareholder further represents that its representatives have knowledge and not with a view to experience in financial and business matters and that its representatives are capable of evaluating the resale or distribution thereof. Each merits and risk of this transaction. e. Such Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there acknowledges that it is an effective registration or other qualification relating thereto “accredited investor” within the meaning of Rule 501 promulgated under the Securities Act and under any applicable state securities laws or unless Act. f. Such Shareholder hereby acknowledges the holder accuracy of Shares delivers Schedule 1, as it pertains to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the SharesShareholder.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants to the Company that the following statements are true and covenants as followscorrect: (ai) Such the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the date hereof as set forth on Exhibit A are owned by such Shareholder free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (ii) in the Exchange, each Shareholder will convey to the Company good title to the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the date hereof as set forth on Exhibit A attached hereto free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) if such Shareholder is not a natural person, then this Agreement, when executed and delivered by such Shareholder, shall have been duly organized authorized, executed and delivered by and on behalf of such Shareholder, and shall constitute the valid and binding agreement of such Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or formed, validly existing and, if applicable, in good standing under the similar laws of the jurisdiction of its formation.affecting creditors’ rights generally; (biv) Such if such Shareholder is not a natural person, then such Shareholder has the right, requisite power and authority to enter into this Agreement, to become a Shareholder Agreement and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder.hereunder; (cv) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any is acquiring the shares of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a view to, or for resale in connection with the execution and delivery with, any distribution thereof in violation of this Agreement.applicable securities laws; (dvi) Neither such Shareholder nor any has been advised that the shares of its Affiliates has employed or retained any brokerCommon Stock issuable to such Shareholder upon the Exchange will not be registered under the Securities Act of 1933, agent or finder in connection with this Agreementas amended (“Securities Act”), or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or applicable state securities laws and that such shares must be held indefinitely unless the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (offer and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been sale thereof are subsequently registered under the Securities Act or any state securities laws because an exemption from such registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in financial, business and investment matters, (b) is capable of evaluating the Company is issuing these Shares in reliance merits and risks of the receipt of the shares of Common Stock issuable to such Shareholder upon the exemptions from the registration requirements Exchange, (c) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investmentAct, and (iiid) that exemption from registration under has the Securities Act or applicable state securities laws would not be available if ability to bear the Shares were acquired by a Shareholder with a view risk of losing such Shareholder’s entire position in shares of Common Stock issuable to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for upon the Exchange; and (viii) such own Shareholder’s account, for investment Shareholder acknowledges and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands agrees that the Company is under no obligation certificates evidencing the shares of Common Stock issuable to register the Shares or to assist such Shareholder upon the Exchange will bear a restrictive legend in complying with any exemption from registration under substantially the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesfollowing form: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE ‘GEORGIA SECURITIES ACT OF 1973,’ AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to the Company as follows: (a) Such Shareholder is the record or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Covered Shares are not subject to any voting trust agreement or other contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Except pursuant to this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which such Shareholder is a party relating to the pledge, disposition, or voting of any of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. For the purposes of this Agreement, “Transfer” means, with respect to any Covered Shares, any assignment, pledge, conveyance of any legal or beneficial ownership interest in, sale, transfer, exchange, gift, mortgage, encumbrance, grant of a security interest, issuance of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise (b) Each such Shareholder which is an entity is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under 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 an entity, the performance by such Shareholder of its obligations hereunder and the consummation 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 consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and this Agreement is validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any governmental authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with 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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that could reasonably be expected to materially impair or materially adversely affect the ability of such Shareholder to perform such Shareholder’s obligations hereunder or to restrict or prohibit (or that, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to Parent, Merger Sub and the Company as of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder hereby represents, warrants severally and covenants as follows:not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder’s ability to comply with its obligations pursuant to Section 2.1): (a) Such Shareholder is has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. This Agreement has been duly organized or formedand validly executed and delivered by such Shareholder and constitutes a legal, validly existing andvalid and binding agreement of such Shareholder enforceable by Parent, if applicable, Merger Sub and the Company against such Shareholder in good standing under the laws of the jurisdiction of accordance with its formationterms. (b) Such Shareholder has is the rightrecord and Beneficial Owner, power free and authority to enter into clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder’s name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to become dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except for such Shareholder’s Owned Shares, the Owned Shares owned by the other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, such Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder’s Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock ). (c) The None of the execution and delivery of this Agreement does not violate or conflict with by such Shareholder, the charter, bylaws or formation documents of consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other authorization, approval or permit of, or filing with or notification to, any Governmental Authority or any agreementother Person by such Shareholder, judgmentexcept as contemplated by the Merger Agreement, license(ii) results in a violation or breach of, permitor constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, order cancellation, material modification or other document applicable acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor or any of its Affiliates has employed such Shareholder’s properties or retained any broker, agent or finder in connection with this Agreementassets (including such Shareholder’s Owned Shares), or paid or agreed to pay (iv) results in a Lien upon any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrenceShareholder’s properties or assets (including such Shareholder’s Owned Shares), the foregoing representations and warranties shall remain true and accurate during the term except for violations, breaches, defaults or Liens as would not have an adverse effect on ability of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurateperform its obligations hereunder. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants as followsto Parent that: (a) Such The Shareholder Beneficially owns the number of shares of Company Common Stock set forth opposite the Shareholder’s name on Exhibit A attached hereto (such shares of Company Common Stock, the “Subject Shares”), free and clear of all Liens. Except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which it is a party relating to the pledge, disposition or Voting of such Subject Shares and there are no Voting trusts or Voting agreements with respect to such Subject Shares, in each case that are inconsistent with the Shareholder’s obligations herein. (b) The Shareholder does not Beneficially own any shares of Company Common Stock other than the Shareholder’s Subject Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company (“Options”). (c) Except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy, which appointment or grant is still effective with respect to the Subject Shares or any New Shares. (d) If the Shareholder is a corporation, limited liability company, partnership or other form of business entity, it is duly organized or formed, and validly existing and, if applicable, under the laws of its jurisdiction of organization and is duly authorized to do business and is in good standing under the laws of the its jurisdiction of its formationorganization. (be) Such The Shareholder has the right, full power and authority to enter into into, execute and deliver this Agreement, to become a Shareholder Agreement and to perform fully its obligations under this Agreement, hereunder and this Agreement is a has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Shareholderthe Shareholder enforceable against it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (cf) The execution and delivery of this Agreement does not violate or conflict with Other than filings under the charterExchange Act, bylaws or formation documents of such Shareholder or any agreementno notices, judgment, license, permit, order reports or other document applicable filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or binding upon such authorizations required to be obtained by the Shareholder or from, any of its properties; and no consentGovernmental Authority, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this AgreementAgreement by the Shareholder. (dg) Neither Shareholder nor any of its Affiliates has employed or retained any brokerThe execution, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account delivery and performance of this Agreement or by the Shareholder does not, and the consummation by it of the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence)contemplated hereby will not, the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that violate, conflict with or constitute a breach of, or a default under, the Shares have not been registered under the Securities Act certificate of formation, articles of organization, operating agreement or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements comparable governing instruments of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offeringShareholder, if any, (ii) that result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the Company has relied upon giving of notice or the fact that passage of time or both) under any Contract to which the Shares Shareholder is a party or by which any of its assets are to be held by each Shareholder for investmentbound, and (iii) that exemption from registration will not result in the creation of any Lien on any of the assets of the Shareholder or (iv) result in a violation of, under the Securities Act or pursuant to any law, rule, regulation, order, judgment or decree applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring or by which any of its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesassets are bound.

Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to Parent, Merger Sub and the Company as of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder hereby represents, warrants severally and covenants as follows:not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder's ability to comply with its obligations pursuant to Section 2.1): (a) Such Shareholder is has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. This Agreement has been duly organized or formedand validly executed and delivered by such Shareholder and constitutes a legal, validly existing andvalid and binding agreement of such Shareholder enforceable by Parent, if applicable, Merger Sub and the Company against such Shareholder in good standing under the laws of the jurisdiction of accordance with its formationterms. (b) Such Shareholder has is the rightrecord and Beneficial Owner, power free and authority to enter into clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder's name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to become dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder's Owned Shares. The Owned Shares set forth below such Shareholder's name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except for such Shareholder's Owned Shares, the Owned Shares owned by the other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, such Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder's Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (including options to purchase Company Common Stock). (c) The None of the execution and delivery of this Agreement does not violate or conflict with by such Shareholder, the charter, bylaws or formation documents of consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other authorization, approval or permit of, or filing with or notification to, any Governmental Authority or any agreementother Person by such Shareholder, judgmentexcept as contemplated by the Merger Agreement, license(ii) results in a violation or breach of, permitor constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, order cancellation, material modification or other document applicable acceleration) under any of the terms, conditions or provisions of any Contract to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder's properties or assets (including such Shareholder's Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor or any of its Affiliates has employed such Shareholder's properties or retained any broker, agent or finder in connection with this Agreementassets (including such Shareholder's Owned Shares), or paid or agreed to pay (iv) results in a Lien upon any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrenceShareholder's properties or assets (including such Shareholder's Owned Shares), the foregoing representations and warranties shall remain true and accurate during the term except for violations, breaches, defaults or Liens as would not have an adverse effect on ability of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurateperform its obligations hereunder. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.