Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is is: (i) the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; or, (ii) in the case of EdgeStone, EdgeStone holds the securities in the capital of the Corporation referred in Schedule A as nominee for and on behalf of EdgeStone Capital Equity Fund II-A, L.P. and the parallel investors listed on Schedule D; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license licence or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders Shareholder hereby severally, but not jointly, represents and warrants with respect to itself that, the other Shareholders as at the date hereoffollows: (a) unless otherwise indicated on Schedule AAs of the date hereof, it such Shareholder is the record and beneficial owner of the securities number of shares of Common Stock set forth opposite its name in the capital of the Corporation referred to in Schedule A as being held by it;attached Exhibit 4(a). (b) except as may be contemplated Such Shareholder, if not a natural person, is duly formed, validly existing and in this Agreement or in any good standing under the laws of the Other Agreements, such securities are free and clear jurisdiction of all Liens;its formation. (c) it Such Shareholder has the full powerpower and authority to execute, authority deliver, and legal right to execute and deliver perform this Agreement and to perform consummate the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this transactions contemplated hereby. This Agreement has been duly executed and delivered by it, such Shareholder and constitutes a legal, valid and legally binding obligation of itsuch Shareholder, enforceable against it such Shareholder in accordance with the terms hereofits terms. (d) The execution, subject to the effect of: delivery, and performance by such Shareholder of this Agreement do not and will not (i) if not a natural person, be in contravention of or violate any applicable bankruptcyprovision of its charter or other governing documents, insolvencyas amended to the date hereof, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach violation of any provision of, or constitute (with or without the giving of notice or the termspassage of time or both) a default under, conditions or provisions give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or any of its properties may be bound or (iiii) its charter documents or by-laws; (ii) violate any applicable law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties;upon such Shareholder. (ge) no authorization, No consent, approval, license order, or exemption from authorization of, or declaration, filing, or registration with, any Governmental Body court or governmental agency or of any third party is required to be obtained or made by it which has not been obtained such Shareholder in connection with the execution and delivery by it ofexecution, and the delivery, or performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions such Shareholder of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severallyShareholder, but as to such Shareholder (severally and not jointly), hereby represents and warrants with respect to itself that, Parent as at the date hereoffollows: (a) unless otherwise indicated on Schedule A, it 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 (i) as created by this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any Shares granted to such Shareholder under an employee benefit plan of the securities in the capital Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters rights and sole power to agree to all of the Corporation referred 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 Shares or other voting securities of the Company or any interest therein. 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 herein) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in Schedule A effect with respect to any Covered Shares, except as being held contemplated by it;this Agreement. (b) except as may be contemplated in this Agreement or in any of the Other Agreements, Each such securities are free Shareholder has full legal power and clear of all Liens; (c) it has the full power, authority and legal right capacity to execute and deliver this Agreement and to perform the terms and provisions hereof; such Shareholder’s obligations hereunder (d) if other than an individual, it has taken all necessary corporate action subject to authorize the execution, delivery and performance of this Agreement; (e) this any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by itsuch Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of itsuch Shareholder, enforceable against it such Shareholder in accordance with the terms hereofits terms, subject to the effect of: (i) any except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);. (fc) Except for the applicable requirements of the Exchange Act or the HSR 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) 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 (B) 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 (A) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform such Shareholder’s obligations hereunder. (d) As of the date of this Agreement, there is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its 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 by it of this Agreement and the performance by it representations and warranties of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreementsuch Shareholder contained herein.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect 5.1 In order to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred induce Investor to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver enter into this Agreement and to perform the terms transactions and provisions hereof;agreements contemplated hereby and in all other documents, agreements and instruments contemplated hereby, Global and PM hereby make the following representations and warranties to Investor, each of which is material to and is being relied upon by Investor: (da) if other than an individualEach of Global and the Company is a company duly organized and validly existing under the laws of Brazil, and has the full requisite authority (capacidade) and power to own its assets and properties and to transact the business in which it is engaged, to do all things necessary or appropriate in respect of its business and to consummate the transactions and the instruments or agreements contemplated by this Agreement to which it is or shall be a party. (b) Global has taken all necessary corporate action to authorize authorized the execution, delivery and performance of this Agreement;Agreement and all of the transactions and the instruments and agreements contemplated hereby to which it is or shall be a party. No other corporate action (including shareholder or management approval) is necessary to authorize such execution, delivery and performance. Each of this Agreement and all other instruments and agreements contemplated hereby shall, upon its execution and delivery by Global, constitute valid and binding obligations of Global, enforceable against Global in accordance with its terms. (c) The execution and delivery by each of Global and PM of this Agreement and of all other instruments and agreements contemplated hereby to which it/he is or shall be a party, the performance by each of Global and PM of its/his obligations hereunder and thereunder and the consummation by each of Global and PM of the transactions or agreements contemplated hereby and thereby do not require Global or PM to obtain any authorization or consent or to make any filing with or give any notice to any governmental authority or other third party. (d) The execution and delivery by each of Global and PM of this Agreement and of all the instruments and agreements contemplated hereby to which it/he is or shall be a party do not, and the consummation of the transactions or agreements contemplated hereby and thereby and the compliance with the terms hereof and thereof shall not, (i) conflict, (ii) result in any violation of or default (with or without notice or lapse of time, or both), (iii) give rise to any right of termination, cancellation or acceleration of any obligation, (iv) give rise to any loss of any right or benefit, (v) result in the creation of any liens upon any of the assets or properties of any of Global and PM, under any provision of (a) the articles of association of Global, (b) any note, bond, mortgage, indenture, deed of trust, license, lease, commitment, contract, agreement, instrument or other arrangement to which Global or PM is a party or by which any of its/his respective assets or properties are bound, or (c) any applicable law or regulation. (e) this Agreement has The articles of association of Global, already reflecting any and all amendments thereto, all duly registered with the commercial registry, are that contained in Schedule 5.1(e) attached hereto, and such articles have not been amended. PM is the controlling partner of Global and owns all quotas of Global. All quotas of the capital of Global are free and clear of any encumbrances, liens, options, shareholders’ or partners’ agreements, or any other restrictions or rights of third parties. (f) The bylaws of the Company, already reflecting any and all amendments thereto, all duly executed registered with the commercial registry, are that contained in Schedule 5.1(f), and such bylaws have not been amended. The only shareholders meetings of the Company through the date of the First Closing shall be, in addition to the shareholders meeting held for the incorporation of the Company, on November 11, 2004, the shareholders meetings held on April 29 and on September 1 and September 2, 2005, and true and complete copies of the minutes of such shareholders meetings have been delivered by itGlobal to Investor. (g) Schedule 5.1(g) hereto contains true copies of the un-audited financial statements of Global for the years ending on December 31, 2002, December 31, 2003 and constitutes December 31, 2004 (collectively, the “Global Financial Statements”). The Global Financial Statements (i) were prepared in accordance with Brazilian GAAP applied on a legalconsistent basis throughout the periods covered thereby; (ii) are complete, valid correct and binding obligation of it, enforceable against it in accordance with the terms hereofbooks of account and records of Global, subject and can be legitimately reconciled with the financial statements and records maintained and the accounting methods applied by them, including for tax purposes; (iii) accurately reflect, on their respective dates and for the periods then ended, all assets of Global, to which Global has good title, free and clear of any and all encumbrances and liens; and (iv) accurately reflect, on their respective dates and for the effect of:periods then ended, all debts, obligations and liabilities (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, known or unknown, including any off-balance sheet obligations, obligations for contractual commitments, personal guarantees (garantias pessoais ou fiança), guarantees on negotiable instruments (aval) or real property security rights (garantias reais) of Global. As from December 31, 2004 through the date of the Second Closing there has been and there shall be no fact or act that may adversely affect the Operation or the business, operations, cash flows, affairs, prospects, properties, assets or liabilities, or the condition, financial or otherwise, of Global. (h) Schedule 5.1(h) hereto contains a true copy of the un-audited balance sheet of the Company for the period ending on July 31, 2005. As of the date of the First Closing, the Company shall have no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, known or unknown, including any off-balance sheet obligations, obligations for contractual commitments, personal guarantees, guarantees on negotiable instruments or real property security rights) other than those shown on such balance sheet. (i) The Company owns all of the assets purported to be owned by the Company, including the Transferred Assets, free and clear of any applicable bankruptcyencumbrances, insolvencyliens, reorganizationoptions, moratorium shareholders’ or similar laws partners’ agreements, or any other restrictions or rights of third parties. As of the date of the Second Closing, the Trademarks and the Operation shall be transferred to the Company, and shall become the exclusive property of the Company, free and clear of any debts, obligations, encumbrances, liens or other restrictions or rights of third parties. (j) Each and all contracts, agreements, instruments, commitments and other arrangements to which Global is a party and which relates to the Operation (each, a “Contract”) is valid, binding and enforceable against Global and, to the best of Global’s knowledge, the other parties thereto, in accordance with its respective terms, and is in full force and effect. Global is not in default or breach under any of the Contracts, nor, to the best knowledge of Global, is any other party thereto in default or breach thereunder, nor are there facts or circumstances which, with or without the giving of notice or the passage of time or both, would constitute a default or breach under any of the Contracts. Upon assignment of any Contract to the Company pursuant to the terms of this Agreement, the Company shall not assume any obligation or liability in respect of the period through such assignment. (k) There is no action, claim, suit, proceeding, judicial or administrative, or arbitration proceedings pending, or, to the best of the knowledge of the Shareholders, threatened, against or involving or otherwise affecting creditors’ rights generally; the Shareholders or the Company and which could adversely affect Global or the Company or their business, operations, cash flows, affairs, prospects, properties, assets or liabilities, or the condition, financial or otherwise. Neither the Shareholders nor the Company are subject to any outstanding judgment, order, decision or award entered in any action, claim, suit or proceeding, including arbitration proceeding, which has not been fully complied with. No action, suit or proceeding, including arbitration proceeding, has been instituted or, to the best of the knowledge of the Shareholders, threatened to restrain or prohibit any of the transactions contemplated hereby or by any of the instruments and agreements contemplated hereby. (l) Global and the Company have timely filed with the appropriate authorities all returns, statements, declarations, forms and reports required by law, and all such returns, statements, declarations, forms and reports are true, correct and complete in all respects. All taxes of Global and the Company due for (i) all fiscal years or periods that ended on or before the date hereof or that shall end on or before the date of the First Closing and the date of the Second Closing and , with respect to any fiscal year or period beginning before and ending after the date hereof, (ii) general principles the portion of equity (regardless such fiscal year or period ending on and including the date hereof and the date of whether such enforceability is considered in a proceeding in equity the First Closing and the date of the Second Closing, have been duly and fully paid or at law);provisioned and Global and the Company does not have any outstanding debt or pending liability for taxes. (fm) On the execution date hereof, the Company’s capital is R$ 98,200.00 (ninety-eight thousand two hundred reais), divided into 98,200 (ninety-eight thousand two hundred) shares, of which 27,221 (twenty-seven thousand two hundred twenty-one) are common shares class A, and delivery 70,979 (seventy thousand nine hundred seventy-nine) are common shares class B, which common shares class B are convertible into preferred shares. Global owns 98,199 (ninety-eight thousand one hundred ninety- nine) shares, of which 27,220 (twenty-seven thousand two hundred twenty) are common shares class A, and 70,979 (seventy thousand nine hundred seventy-nine) are common shares class B, and PM owns the remaining 1 (one) common share class A. All of such shares are fully paid in and are free and clear of any and all encumbrances, liens, options, shareholders’ or partners’ agreements, or any other restrictions or rights of third parties. As of the date of the First Closing, before the consummation of the transactions contemplated to take place on such date, Global shall own all of the shares of the capital stock of the Company. On the date of the First Closing, following consummation of the transactions contemplated to take place on such date, the Company’s total issued and outstanding corporate capital shall be R$ 392,800.00 (three hundred ninety-two thousand eight hundred reais), represented by it a total of 392,800 (three hundred ninety-two thousand eight hundred) shares, of which 274,960 (two hundred seventy-four thousand nine hundred sixty) shall be common shares and 117,840 (one hundred seventeen thousand eight hundred forty) shall be preferred shares, and all such shares shall be owned by the persons and in the proportions set forth in Section 1.5, and shall be free and clear of any and all encumbrances, liens, options, shareholders’ or partners’ agreements, or any other restrictions or rights of third parties, except for and as set forth by this Agreement and the performance by it Shareholders’ Agreement. (n) As from the date on which the Shareholders became shareholders of the Company through the date of the First Closing, the Company has and shall have not: (i) sold, transferred or otherwise disposed of, or encumbered, any of its assets or properties; (ii) declared or paid any dividend or made any other distribution or payment on any the quotas of its capital stock, including any payment of interest on capital; (iii) redeemed, purchased or otherwise acquired any quotas of its capital stock; (iv) changed its accounting policies or practices; (v) suffered or permitted the imposition of any lien; (vi) made any capital expenditure or commitment therefore; (vii) made any payment of any kind, except for payments incurred and made in the ordinary course of its business, such as payments of any taxes that may have become due and payable and payments of reasonable fees of lawyers and outside accountants for services rendered; (viii) lent or borrowed money or incurred any debt, obligation or liability; (ix) entered into any agreement or amendment to agreement or rescinded or breached any agreement; (x) cancelled, settled or waived any claims or rights; (xi) breached any regulatory obligations hereunder or provisions; (xii) been subject to any Material Adverse Change; (xiii) carried out any business or activity outside its ordinary course of business; or (xiv) promised or agreed, whether or not in writing, to do any of the foregoing. (o) The Company has timely and compliance by it fully complied with all of its labor and social security obligations, and the termsCompany does not have any outstanding debt or pending liability for labor or social security. (p) Neither the Shareholders nor the Company are in violation of any laws and regulations to which they are subject, conditions including environmental, labor, health and provisions hereofsafety, will not, as applicable, conflict with social security and tax laws and regulations. (q) No representation or result in a breach warranty of any of the termsShareholders contained in this Agreement or in any other written statement or certificate delivered by any of the Shareholders pursuant to or in connection with this Agreement or any of the instruments and agreements contemplated hereby, conditions contains or provisions will contain any untrue statement of (i) its charter documents a material fact or by-laws; (ii) omits or will omit to state any law, rule material fact necessary to make the representations and warranties or regulation having the force of law; (iii) other statements contained in this Agreement or any indenture, mortgage, lease, other agreement or instrument binding instruments contemplated hereby are not misleading. There is no fact which adversely affects, or affecting it in the future may adversely affect, the business, operations, cash flows, affairs, prospects, properties or liabilities, or the condition, financial or otherwise, of the Company or its properties; acquisition or (iv) any judgmentthe conduct of the Operation, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained disclosed by the Shareholders to Investor in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severallyShareholder, but severally and not jointly, represents and warrants with respect to itself each other Shareholder that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it Shareholder has the full power, authority and legal right capacity to execute and deliver this Agreement and all other documents and instruments executed or to perform be executed pursuant to this Agreement. The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by the terms Shareholder pursuant to this Agreement and provisions hereofthe consummation of the transactions contemplated hereby and thereby, have been (July authorized by all necessary action on the part of the Shareholder. This Agreement and all other documents and instruments executed or to be executed by the Shareholder pursuant to this Agreement have been, or will have been, at the time of their respective execution and delivery, duly executed and delivered by a Person duly authorized to execute and deliver this Agreement and such other documents and instruments on behalf of the Shareholder; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (eb) this Agreement has been duly and validly executed and delivered by it, such Shareholder and constitutes a legal, valid and legally binding obligation of itsuch Shareholder, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)its terms; (fc) the execution and delivery by it of this Agreement and all other documents and instruments executed or to be executed by the performance by it Shareholder pursuant to this Agreement, and the consummation of its obligations hereunder the transactions contemplated hereby and compliance by it with the terms, conditions and provisions hereofthereby, will not, as applicable, not conflict with or result in a breach any violation of or default under any of the terms, conditions or provisions provision of (i) its charter the organizational documents of the Shareholder or by-laws; (ii) any mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation having applicable to the force Shareholder or any of law; (iii) any indentureits properties or assets, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award the result of which is binding on it or its properties;would materially impair the Shareholder’s ability to consummate the transactions contemplated hereby, (gd) no authorization, consent, approval, license approval or exemption from any Governmental Body authorization is required to be obtained or made by it which has not been obtained the Shareholder in connection with its execution, delivery or performance of this Agreement or the execution validity and delivery by it ofenforceability of this Agreement, and other than under circumstances where the performance by it failure to obtain such consent, approval or authorization would not have a material adverse effect on the validity or enforceability of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders Shareholder hereby severally, but not jointly, represents and warrants to and covenants with respect to itself each other Shareholder and the Corporation that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by ita Limited Partner or a General Partner; (b) except as may it is and shall continue to be contemplated in a duly incorporated and organized and subsisting corporation under the laws of its jurisdiction of incorporation and has the corporate power and authority to enter into this Agreement or in any of the Other Agreements, such securities are free and clear of all Liensperform its obligations hereunder; (c) it has the full power, authority obtained all corporate and legal right other authorizations required to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize be obtained for the execution, delivery and performance of this Agreement; (d) it is not a “non-resident” within the meaning of the Tax Act and covenants to remain a resident of Canada for purposes of the Tax Act; (e) this Agreement has been duly executed and delivered by it, it and constitutes is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as the terms hereofenforcement thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights and subject to the effect of: (i) any applicable bankruptcyqualification that specific performance and injunction, insolvencybeing equitable remedies, reorganization, moratorium or similar laws affecting creditors’ rights generallymay only be granted in the discretion of a court of competent jurisdiction; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) none of the execution and execution, delivery by it of this Agreement and the or performance by it of its obligations hereunder and compliance by it with under this Agreement conflicts with, or results in the termsbreach of, conditions and provisions hereofany covenant or agreement contained in, will notor constitutes a default under, as applicableor results in the creation of, conflict with any encumbrance, lien or result in a breach of any of charge under the terms, conditions or provisions of (i) its charter constating documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or other instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award to which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party or by which it is bound or to which it is subject or contravenes any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this AgreementApplicable Laws.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severallyShareholder, but severally and not jointly, represents and warrants with respect to itself each other Shareholder that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it Shareholder has the full power, authority and legal right capacity to execute and deliver this Agreement and all other documents and instruments executed or to perform be executed pursuant to this Agreement. The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by the terms Shareholder pursuant to this Agreement, and provisions hereofthe consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Shareholder. This Agreement and all other documents and instruments executed or to be executed by the Shareholder pursuant to this Agreement have been, or will have been, at the time of their respective execution and delivery, duly executed and delivered by a Person duly authorized to execute and deliver this Agreement and such other documents and instruments on behalf of the Shareholder; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (eb) this Agreement has been duly and validly executed and delivered by it, such Shareholder and constitutes a legal, valid and legally binding obligation of itsuch Shareholder, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)its terms; (fc) the execution and delivery by it of this Agreement and all other documents and instruments executed or to be executed by the performance by it Shareholder pursuant to this Agreement, and the consummation of its obligations hereunder the transactions contemplated hereby and compliance by it with the terms, conditions and provisions hereofthereby, will not, as applicable, not conflict with or result in a breach any violation of or default under any of the terms, conditions or provisions provision of (i) its charter the organizational documents of the Shareholder or by-laws; (ii) any mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation having applicable to the force Shareholder or any of law; (iii) any indentureits properties or assets, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award the result of which is binding on it or its propertieswould materially impair the Shareholder’s ability to consummate the transactions contemplated hereby; (gd) no authorization, consent, approval, license approval or exemption from any Governmental Body authorization is required to be obtained or made by it which has not been obtained the Shareholder in connection with its execution, delivery or performance of this Agreement or the execution validity and delivery by it ofenforceability of this Agreement, and other than under circumstances where the performance by it failure to obtain such consent, approval or authorization would not have a material adverse effect on the validity or enforceability of its obligations under, this Agreement; and (hb) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with as of the provisions date of this Agreement, no action, suit, proceeding or governmental investigation is pending against the Shareholder at law or in equity or before any governmental authority that seeks to question, delay or prevent the consummation of the transactions contemplated hereby.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severallyShareholder represents and warrants, but severally and not jointly, represents and warrants with respect to itself that, Omnicom as at the date hereoffollows: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it Shareholder has the full power, authority and legal right and capacity to execute and deliver this Agreement and to perform the terms and provisions hereofhis or her obligations hereunder; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (eb) this Agreement has been duly executed and delivered by it, such Shareholder and constitutes a legal, the valid and binding obligation agreement of itsuch Shareholder, enforceable against it him or her in accordance with the terms hereofits terms, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Bankruptcy and Equity Exception; (fc) none of the execution and delivery by it of this Agreement and by such Shareholder, the performance consummation by it the Shareholder of its obligations hereunder and the transactions contemplated hereby or compliance by it Shareholder with any of the termsprovisions hereof will conflict with, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach or violation of, or result in any acceleration of any rights or obligations or the payment of any penalty under or the termscreation of a Lien on the assets of such Shareholder (with or without the giving of notice or the lapse of time or both) under any provision of any trust agreement, conditions loan or provisions of (i) its charter documents or by-laws; (ii) any lawcredit agreement, rule or regulation having the force of law; (iii) any indenturenote, bond, mortgage, leaseindenture, agreement lease or other agreement, instrument binding or affecting it Law applicable to such Shareholder or its properties; such Shareholder’s property or (iv) any judgment, injunction, determination or award which is binding on it or its propertiesassets; (gd) no authorizationsuch Shareholder has had the opportunity to review this Agreement and the BCA with counsel of his or her own choosing; (e) as of the date hereof, consentsuch Shareholder owns, approvalbeneficially or of record, license is entitled to dispose of (or exemption from to direct the disposition of) and to vote (or to direct the voting of) the number of Existing Shares set forth opposite his or her name on Annex I; provided, that with respect to any Governmental Body is required by it Existing Shares in which has not the property interests have been obtained in connection dismembered, (x) the Shareholder holding the usufruct interest shall have the sole power to vote (or direct the voting of) such Existing Shares with respect to resolutions submitted to an ordinary general meeting and the execution and delivery by it shareholder(s) holding the nue-propriété interest shall have the sole power to vote (or direct the voting of) such Existing Shares with respect to resolutions submitted to an extraordinary general meeting, and (y) the performance by it Shareholder holding the usufruct interest and the shareholder holding the nue-propriété interest shall have shared power to dispose of its obligations under, this Agreement(or to direct the disposition of) the pleine-propriété of such Existing Shares; and (hf) it is not a party except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, the “blue sky” laws of the various states of the United States, or under French or other law, such Shareholder owns or will own until the Expiration Date (subject to any agreement which is inconsistent with its rights Transfers to Permitted Transferees) all of his or her Subject Shares free and obligations hereunder clear of any proxy, voting restriction, adverse claim or otherwise conflicts with the provisions of other Lien (other than any restrictions created by this Agreement) and has or will have until the Expiration Date (subject to any Transfers to Permitted Transferees), voting power and power of disposition with respect to his or her Subject Shares, with no restrictions on such Shareholder’s rights of voting or disposition pertaining thereto.

Representations and Warranties of Shareholders. Each of the ---------------------------------------------- Shareholders hereby severally, but not jointly, represents and warrants with respect to itself thatand for the benefit of CSA and CSH as follows (whenever a representation and warranty is made "to the knowledge of Shareholders", such representation and warranty shall be deemed to have been made based on the actual knowledge of one or both of the Shareholders, as at the date hereof:applicable): (a) unless otherwise indicated on Schedule A, it he is the beneficial owner a resident of the securities in the capital State of the Corporation referred to in Schedule A as being held by itTexas; (b) he has the power and authority to enter into this Agreement and the other documents, agreements and instruments to be executed and delivered and performed in connection with this Agreement, (the "Collateral Documents") executed by him; such documents have been duly executed and delivered by him and constitute his valid and binding obligation, enforceable against him in accordance with their terms, except as that such enforcement may be contemplated in this Agreement limited by applicable bankruptcy, insolvency or in any of the Other Agreementsother similar laws affecting creditors' rights generally, such securities are free and clear of all Liensgeneral equitable principles; (c) it has his execution and performance of the full power, authority and legal right Collateral Documents to execute and deliver this Agreement and which he is a party will not violate any other contract to perform the terms and provisions hereofwhich he is a party or is otherwise bound; (d) if he has full power and authority to vote his shares of TIL Common Stock and make, enter into and carry out the terms of this Agreement, has not granted the right to vote such shares to any other person or entity during the term of this Agreement, will not, and will not permit any entity under his control to, deposit any of his shares in a voting trust or subject any of such shares to any arrangement or agreement with respect to the voting of such shares, other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of as provided in this Agreement; (e) this Agreement has been duly executed and delivered by ithe is acquiring the shares of CSA Common Stock pursuant to the Merger solely for his own account, for investment purposes, and constitutes a legal, valid pursuant to an exemption from the registration requirements under applicable federal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)state securities laws; (f) he is aware that such shares of CSA Common Stock have not been registered with federal or state securities regulatory agencies in reliance upon exemptions from the execution registration requirements under applicable federal and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-state laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorizationhe acknowledges and agrees that such shares of CSA Common Stock may not be sold, consentpledged, approval, license hypothecated or otherwise transferred or disposed of without registration under federal and applicable state securities laws or exemption from any Governmental Body is therefrom; (h) he agrees that the certificates representing such shares of CSA Common Stock may be inscribed with a legend to reflect the foregoing restrictions on transferability as further described in Article 4 hereof; (i) because of the restrictions on the transferability of such shares of CSA Common Stock, he acknowledges that he may be required by it which to bear the economic risk of holding such shares for an indefinite period of time; (viii) he has not been obtained received and reviewed copies of the Commission Filings (as defined in connection with the execution and delivery by it of, Section 3.3(f) hereof) (and the performance exhibits thereto) prepared by it CSA; (j) he and his advisers (if any) have been afforded the opportunity to ask such questions and obtain such additional information concerning CSA and its business and affairs as he and any such advisers have considered necessary to enable them to understand the nature of its obligations under, this Agreementhis investment in the shares of CSA Common Stock issuable pursuant to the Merger and to verify the accuracy of information obtained by them from CSA; and (hk) it is not none of the shares of CSA Common Stock issuable to him in the Merger will, immediately following the Effective Time, be subject to a party to any agreement which is inconsistent with its rights and obligations hereunder "put" or otherwise conflicts with the provisions of this Agreement"call" option.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself each other Shareholder and the Corporation that, as at the date hereof: (a) unless otherwise indicated on Schedule Athere are no consents or approvals of any Governmental Authority or third parties that are required for the execution and delivery of this Agreement other than those, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by itif any, that have been obtained; (b) except as may be contemplated in neither the entering into nor the delivery of this Agreement nor the execution and performance of its obligations and covenants provided or in contemplated by this Agreement will conflict with or constitute a default or breach under any of the Other Agreementsits constating documents, such securities are free and clear of all Liensrules, by-laws or under any law, rule or regulation to which it is subject; (c) it has the full power, authority execution and legal right to execute and deliver delivery of this Agreement and to perform the terms and provisions hereofshall not constitute or cause a default under any contract or agreement by which it is bound; (d) if other than an individual, it has taken all necessary corporate action no agreement or obligation exists that restricts its ability to authorize the execution, delivery and performance of perform its obligations under this Agreement; (e) there is no litigation, action or proceeding to which it is party that if adversely determined could have an adverse effect on, or enjoin, restrict or otherwise prevent, the consummation of any of the transactions contemplated by this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject or its ability to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)perform its obligations under this Agreement; (f) the execution this Agreement and delivery all related agreements, instruments and documents to be executed and delivered by it as of the date of this Agreement have been duly authorized, executed and the performance delivered by it and constitute valid and binding obligations of such Shareholder enforceable against such Shareholder in accordance with its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result their terms in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its propertiesall material respects; (g) no authorizationit is duly organized, consentvalidly existing and in good standing under the laws of its jurisdiction of incorporation, approval, license or exemption from and is duly authorized and qualified to do all things required of it under this Agreement and any Governmental Body is required by it which has not been obtained agreement executed in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreementtransactions herein contemplated; and (h) it is not a party has the capacity and authority to any agreement which is inconsistent with its rights enter into this Agreement and obligations hereunder nothing prohibits or otherwise conflicts with restricts the provisions right or ability of this Agreementit to carry out the terms hereof.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, Shareholder represents and warrants with respect to itself the others that, as at the date hereof: (a) unless otherwise indicated it is either a corporation duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction (State or Country); or it is a private individual; (b) it has full power, capacity and authority to carry on Schedule Aits business and to enter into and perform its obligations under this Agreement and any agreement or instrument referred to or contemplated by this Agreement, and to carry out and perform all of its obligations hereunder; (c) the execution and delivery of this Agreement will not violate or result in the breach of the Laws applicable or pertaining thereto or of its Governing Documents; (d) all necessary corporate and shareholder approvals have been obtained by such Shareholder and are in effect with respect to the transactions contemplated hereby, and no further action on the part of such Shareholder (or its directors or shareholders, if applicable) is necessary or desirable to make this Agreement valid and binding on such Shareholder; (e) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, conflict with, result in the breach of or accelerate the performance required by any agreement to which it is a party; (f) this Agreement is a valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms; (g) to the best of such Shareholder’s knowledge, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, conflict with, result in the breach of or accelerate the performance required by, any agreement to which it or GeoCam is a party; (h) to the best of such Shareholder’s knowledge, the Shares set out opposite such Shareholder’s name in the Recitals to this Agreement are registered in such Shareholder’s name on the register of GeoCam, are the only Shares owned by such Shareholder and such Shareholder is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreementssuch Shares with good title thereto, such securities are free and clear of all LiensEncumbrances; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcyto the best of such Shareholder’s knowledge, insolvencythe authorized capital of GeoCam consists of an unlimited number of common shares, reorganization, moratorium or similar laws affecting creditors’ rights generallyof which 1,000 common Shares have been duly issued and are outstanding as fully paid and non-assessable at the date hereof; and (iij) general principles to the best of equity such Shareholder’s knowledge, no Person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (regardless whether by law, pre-emptive or contractual) capable of whether such enforceability is considered in a proceeding in equity becoming an option, warrant, right, call, commitment, right of exchange or at law); (f) other agreement for the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the termspurchase, conditions and provisions hereofsubscription, will not, as applicable, conflict with allotment or result in a breach issuance of any of the termsunissued common shares in the capital of GeoCam, conditions or provisions other than the rights of (i) its charter documents or by-laws; (ii) any law, rule or regulation having Shareholders pursuant to the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this AgreementGoverning Documents.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, Shareholder represents and warrants with respect to itself the Corporation and the other Shareholders that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it with respect to a Shareholder that is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreementsnot a natural person, such securities are free Person is duly organized, validly existing, and clear in good standing under the laws of all Liens; (cits jurisdiction of incorporation or organization, as the case may be, with full corporate and/or other entity power and authority under its certificate of incorporation and/or other organizational document(s) it has the full powerto execute, authority deliver and legal right to execute and deliver perform this Agreement and to perform consummate the terms transactions contemplated hereby, and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance by it of this AgreementAgreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action; (eb) with respect to a Shareholder that is a natural person, such Person has full power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery, and performance by such Person of this Agreement and the consummation by such Person of the transactions contemplated hereby have been duly authorized by all necessary action; (c) this Agreement has been duly and validly executed and delivered by it, such Person and constitutes a the legal, valid and binding obligation of itsuch Person, enforceable against it in accordance with the terms hereof, subject to the effect of: and except as may be affected (i) any by applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or reorganization and other similar laws and judicial decisions affecting creditors’ the rights generallyof creditors generally and (ii) by general principles of equity and public policy (regardless of whether considered at law or in equity), are enforceable against such Person in accordance with their respective terms; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (fd) the execution execution, delivery, and delivery performance by it such Person of this Agreement and the performance consummation by it such Person of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, transactions contemplated hereby will not, as applicablewith or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule, or regulation to which such Person is subject, (ii) violate any order, judgment, or decree applicable to such Person, or (iii) conflict with with, or result in a breach or default under, any term or condition of its certificate of incorporation or bylaws, or partnership or other organizational document, as applicable, or any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or other instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award to which such Person is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement or by which such Person is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreementbound.

Representations and Warranties of Shareholders. Each of the Shareholders Shareholder hereby severally, but not jointly, represents and warrants to and covenants with respect to itself each other Shareholder and the Corporation that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by ita Limited Partner; (b) except as may it is and shall continue to be contemplated in a duly incorporated and organized and subsisting corporation under the laws of its jurisdiction of incorporation and has the corporate power and authority to enter into this Agreement or in any of the Other Agreements, such securities are free and clear of all Liensperform its obligations hereunder; (c) it has the full power, authority obtained all corporate and legal right other authorizations required to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize be obtained for the execution, delivery and performance of this Agreement; (d) it is not a “non-resident” within the meaning of the Tax Act and covenants to remain a resident of Canada for purposes of the Tax Act; (e) this Agreement has been duly executed and delivered by it, it and constitutes is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as the terms hereofenforcement thereof may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights and subject to the effect of: (i) any applicable bankruptcyqualification that specific performance and injunction, insolvencybeing equitable remedies, reorganization, moratorium or similar laws affecting creditors’ rights generallymay only be granted in the discretion of a court of competent jurisdiction; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) none of the execution and execution, delivery by it of this Agreement and the or performance by it of its obligations hereunder and compliance by it with under this Agreement conflicts with, or results in the termsbreach of, conditions and provisions hereofany covenant or agreement contained in, will notor constitutes a default under, as applicableor results in the creation of, conflict with any encumbrance, lien or result in a breach of any of charge under the terms, conditions or provisions of (i) its charter constating documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or other instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award to which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party or by which it is bound or to which it is subject or contravenes any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this AgreementApplicable Laws.

Representations and Warranties of Shareholders. Each of the In connection with this Agreement, Shareholders hereby severallyjointly and severally represent and warrant to Agent and the Banks as follows, but not jointlyprovided, represents and warrants with respect however, that any representation or warranty contained in this Paragraph 3 made as to itself that, as at the date hereofa particular Shareholder shall be deemed made in this Agreement only by such Shareholder: (ai) unless otherwise indicated on Schedule A, it NL Industries is the beneficial owner sole shareholder of Kronos and Kronos is the sole shareholder of Borrower, and Shareholders have received and will continue to receive a direct and indirect material benefit from the making of this Agreement, the Loans and the transactions evidenced by and contemplated in the Loan Agreement and the other Loan Documents; this Agreement is given by Shareholders in furtherance of the securities in direct and indirect business interests and corporate purposes of Shareholders, and is necessary to the capital conduct, promotion and attainment of the Corporation referred business of Shareholders; and the value of the consideration received and to in Schedule A be received by Shareholders pursuant to the Loan Agreement is reasonably worth at least as being held by itmuch as the liability and obligation of Shareholders under this Agreement; (bii) except as may be contemplated Each Shareholder is a corporation duly organized, validly existing and in this Agreement or in any good standing under the laws of the Other Agreements, such securities are free jurisdiction of its incorporation and clear of all Liens; (c) it has the full powercorporate power and authority to execute, authority deliver and legal right to execute and deliver perform its obligations under this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the Agreement. The execution, delivery and performance by each Shareholder of this AgreementAgreement have been duly authorized by all requisite action on the part of each Shareholder and do not and will not violate or conflict with the articles of incorporation or bylaws of either Shareholder or any law, rule or regulation or any order, writ, injunction or decree of any court, governmental authority or arbitrator to which such Shareholder is subject and do not and will not result in the creation or imposition of any Lien upon any of the revenues or assets of either Shareholder. The execution and delivery of this Agreement and the performance of and compliance with the terms of this Agreement will not conflict with, constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which any Shareholder is a party or which may be applicable to any Shareholder or any of its assets; (eiii) this Agreement has been duly This Agreement, when executed and delivered by iteach Shareholder and Borrower, will constitute the joint and constitutes a legalseveral and valid, valid legal and binding obligation of it, each Shareholder enforceable against it in accordance with the terms hereofits terms, subject except to the effect of: (i) any applicable extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally; and (ii) general generally and by principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity; (fiv) As of the date of this Agreement, and after giving effect to this Agreement and the contingent obligations evidenced by this Agreement, each Shareholder is not, and will not be, insolvent (as such term is used or defined in all applicable bankruptcy, fraudulent transfer, insolvency, fraudulent conveyance and similar laws), and each Shareholder has and will have assets which, fairly valued, exceed its indebtedness, liabilities and obligations; (v) All corporate acts and conditions required to be performed and satisfied prior to the execution and delivery by it of this Agreement, and to constitute this Agreement as the valid, binding and the performance by it enforceable obligation of each Shareholder in accordance with its obligations hereunder and compliance by it with the terms, conditions except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and provisions hereofby principles of equity, will not, as applicable, conflict have been performed and satisfied in accordance with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-all applicable laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (gvi) no authorizationEach Shareholder is familiar with, consentand has independently reviewed books and records regarding, approval, license or exemption from any Governmental Body the financial condition of Borrower and is required by it which has not been obtained in connection familiar with the execution value of any and delivery by it ofall Collateral and other collateral and security intended to secure or to be created to secure the Loans; however, and the performance by it each of its obligations underShareholders is not relying on such financial condition or such Collateral, collateral or security as an inducement to enter into this Agreement; and (hvii) it is not a party Except for the execution of the Loan Agreement by Agent and Majority Banks, neither Agent, any of the Banks nor any other Person has made any representation, warranty or statement to, or promise, covenant or agreement with, any Shareholder in order to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of induce Shareholders to execute this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, represents and warrants with respect to itself that, as at the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (e) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) the execution and delivery by it of this Agreement and the performance by it of its obligations hereunder and compliance by it with the terms, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this Agreement.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severally, but not jointly, Shareholder represents and warrants with respect to itself thatParent, as at of the date hereof: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it has the full power, authority and legal right to execute and deliver this Agreement and to perform as of the terms and provisions hereof; Closing Date, that (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (ei) this Agreement has been duly authorized, executed and delivered by it, such Shareholder and constitutes a legal, the valid and binding obligation agreement of itsuch Shareholder, enforceable against it such Shareholder in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generallyits terms; and (ii) general principles such Shareholder is the record or Beneficial Owner, directly or indirectly, of equity the Owned Shares set forth below such Shareholder’s name on the signature page hereto, with sole, or shared with a person or entity that is also party hereto, voting and dispositive power over such Owned Shares; (regardless iii) such Owned Shares are the only voting securities or interests in the Company owned (beneficially or of whether record) by such enforceability is considered in a proceeding in equity or at law); Shareholder; (fiv) 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 by it of this Agreement and nor the consummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any statute, law, ordinance, regulation, rule, code or other requirement of a Governmental Entity or any order, injunction, decree or judgment applicable to such Shareholder or any contract, agreement or other commitment to which such Shareholder is a party or by which such Shareholder or any of such Shareholder’s properties or assets (including such Owned Shares) is bound, other than such violations of contracts, agreements or commitments as would not prevent, impede or delay the performance by it such Shareholder of its obligations hereunder and compliance by it with or impose any liability or obligation on the terms, conditions and provisions hereof, will not, as applicable, conflict with Company or result in a breach of Parent or any of the terms, conditions Subsidiaries or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, lease, agreement or instrument binding or affecting it or its properties; or (iv) any judgment, injunction, determination or award which is binding on it or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and the performance by it of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and obligations hereunder or otherwise conflicts with the provisions of this AgreementAffiliates thereof.

Representations and Warranties of Shareholders. Each of the Shareholders The Shareholder hereby severally, but not jointly, represents and warrants with respect to itself thatWAL, as at of the date hereof: of this Agreement, that (ai) unless otherwise indicated on Schedule Athis Agreement has been duly authorized, it executed and delivered by the Shareholder and constitutes the valid and binding agreement of the Shareholder, enforceable against the 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; (ii) the Shareholder is the beneficial owner of the Owned Shares set forth below the Shareholder’s name on the applicable signature page hereto, with sole voting and dispositive power over such Owned Shares or the power to cause the voting of such Owned Shares as required herein; (iii) such Owned Shares are the only voting securities or interests in Bridge owned (beneficially or of record) by the capital of Shareholder (other than any interests attached to the Corporation referred Owned Shares pursuant to in Schedule A as being held the Rights Agreement); (iv) such Owned Shares are Beneficially Owned by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are Shareholder free and clear of all Liens; (c) it has the full powerliens, authority charges, encumbrances, agreements and legal right to execute and deliver this Agreement and to perform the terms and provisions hereof; (d) if commitments of every kind, other than an individual, it has taken all necessary corporate action to authorize the execution, delivery as expressly set forth herein and performance of this Agreement; other than any restrictions on transfers imposed under applicable securities laws; and (ev) this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (f) neither the execution and or delivery by it of this Agreement and nor the performance consummation by it the Shareholder of its obligations hereunder and compliance by it with the termstransactions contemplated hereby will violate any provisions of any Law or order, conditions and provisions hereofinjunction, will not, as applicable, conflict with decree or judgment applicable to the Shareholder or result in a breach of any of the terms, conditions or provisions of (i) its charter documents or by-laws; (ii) any law, rule or regulation having the force of law; (iii) any indenture, mortgage, leasecontract, agreement or instrument binding other commitment to which the Shareholder is a party or affecting it by which the Shareholder or its properties; any of the Shareholder’s properties or assets (ivincluding such Owned Shares) is bound, other than for any judgment, injunction, determination such violation or award which is binding on it breach as would not prevent or its properties; (g) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which has not been obtained in connection with the execution and delivery by it of, and prohibit the performance by it Shareholder of its obligations under, this Agreement; and (h) it is not a party to any agreement which is inconsistent with its rights and his or her obligations hereunder or otherwise conflicts with the provisions of this Agreementimpose any liability or obligation on Bridge or WAL or any Subsidiaries or affiliates thereof.

Representations and Warranties of Shareholders. Each of the Shareholders hereby severallyShareholder represents and warrants, but severally and not jointly, represents and warrants with respect to itself that, Publicis as at the date hereoffollows: (a) unless otherwise indicated on Schedule A, it is the beneficial owner of the securities in the capital of the Corporation referred to in Schedule A as being held by it; (b) except as may be contemplated in this Agreement or in any of the Other Agreements, such securities are free and clear of all Liens; (c) it Shareholder has the full power, authority and legal right and capacity to execute and deliver this Agreement and to perform the terms and provisions hereofhis or her obligations hereunder; (d) if other than an individual, it has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement; (eb) this Agreement has been duly executed and delivered by it, such Shareholder and constitutes a legal, the valid and binding obligation agreement of itsuch Shareholder, enforceable against it him or her in accordance with the terms hereofits terms, subject to the effect of: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Bankruptcy and Equity Exception; (fc) none of the execution and delivery by it of this Agreement and by such Shareholder, the performance consummation by it the Shareholder of its obligations hereunder and the transactions contemplated hereby or compliance by it Shareholder with any of the termsprovisions hereof will conflict with, conditions and provisions hereof, will not, as applicable, conflict with or result in a breach or violation of, or result in any acceleration of any rights or obligations or the payment of any penalty under or the termscreation of a Lien on the assets of such Shareholder (with or without the giving of notice or the lapse of time or both) under any provision of any trust agreement, conditions loan or provisions of (i) its charter documents or by-laws; (ii) any lawcredit agreement, rule or regulation having the force of law; (iii) any indenturenote, bond, mortgage, leaseindenture, agreement lease or other agreement, instrument binding or affecting it Law applicable to such Shareholder or its properties; such Shareholder’s property or (iv) any judgment, injunction, determination or award which is binding on it or its propertiesassets; (gd) no authorization, consent, approval, license or exemption from any Governmental Body is required by it which such Shareholder has not been obtained in connection with had the execution and delivery by it of, opportunity to review this Agreement and the performance by it BCA with counsel of its obligations underhis or her own choosing; (e) as of the date hereof, this Agreementsuch Shareholder owns, beneficially or of record, is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of Existing Shares set forth opposite his or her name on Annex I; and (hf) it is not a party except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, the “blue sky” laws of the various states of the United States, or under French or other law, such Shareholder owns or will own until the Expiration Date (subject to any agreement which is inconsistent with its rights Transfers to Permitted Transferees) all of his or her Subject Shares free and obligations hereunder clear of any proxy, voting restriction, adverse claim or otherwise conflicts with the provisions of other Lien (other than any restrictions created by this Agreement) and has or will have until the Expiration Date (subject to any Transfers to Permitted Transferees), voting power and power of disposition with respect to his or her Subject Shares, with no restrictions on such Shareholder’s rights of voting or disposition pertaining thereto.