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

Representations, Warranties and Covenants of Shareholder. Shareholder represents, warrants and covenants as follows: (a) Shareholder has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Shareholder's obligations hereunder. (b) Appendix A attached hereto sets forth all shares of Giga-tronics stock owned by Shareholder, including all Giga-tronics stock as to which Shareholder has sole or shared voting or investment power and all rights and options to acquire Giga- tronics stock. (c) Notwithstanding any other provision of this Agreement to the contrary, Shareholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Giga-tronics stock or any rights, options or warrants to purchase Giga-tronics stock, or other securities of Giga-tronics (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Giga-tronics has publicly released a report including the combined financial results of Giga-tronics and Viking for a period of at least 30 days of combined operations of Giga-tronics and Viking within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Giga-tronics agrees to publish such financial results expeditiously in a manner consistent with its prior practices; provided that nothing contained herein shall obligate Giga- tronics to publish its financial results other than on a quarterly basis. (d) Shareholder has, and as of the Effective Time of the Merger will have, no plan or intention (a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) or otherwise dispose of (any of the foregoing, a "Sale"), more than fifty percent (50%) of the shares of Giga-tronics Stock that Shareholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor. Sale shall also be deemed to include a distribution by a partnership to its partners, or a corporation to its shareholders, or any other transaction which results in a reduction in the risk of ownership. Shareholder is not aware of, or participating in, any Plan on the part of Viking shareholders to engage in Sales of the shares of Giga-tronics Stock to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding Viking Stock immediately prior to the Merger. For purposes of the preceding sentence, shares of Viking Stock (i) with respect to which dissenters' rights are exercised, (ii) which are exchanged for cash in lieu of fractional shares of Giga-tronics Stock or (iii) with

Representations, Warranties and Covenants of Shareholder. The Shareholder representsrepresents and warrants to, warrants and covenants as followsagrees with, Archstone that: (a) this Agreement has been duly executed and delivered by the Shareholder has full power and authority constitutes a valid and legally binding obligation of the Shareholder enforceable in accordance with its terms subject to execute this Agreementapplicable bankruptcy, insolvency, moratorium or other similar laws relating to make the representations, warranties creditors' rights and covenants herein contained and to perform Shareholder's obligations hereunder.general principles of equity; (b) Appendix A attached hereto sets forth all shares the Shareholder is not subject to or obligated under any provision of Giga-tronics stock owned (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, which breach or violation would materially and adversely affect the Shareholder, including all Giga-tronics stock as 's ability to which Shareholder has sole or shared voting or investment power and all rights and options to acquire Giga- tronics stock.perform any of her obligations under this Agreement; (c) Notwithstanding no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other provision than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform her obligations under this Agreement; (d) as of the date of this Agreement, the Securities beneficially owned by the Shareholder consist of the shares of Common Stock and the Units set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the termination of this Agreement or the earlier purchase by Archstone of her Shares, the unrestricted power to vote her Securities, as applicable; and (f) the contrary, Shareholder will not sell, transfer, exchangehypothecate, pledge or otherwise dispose ofpledge, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Giga-tronics stock or any rights, options or warrants to purchase Giga-tronics stock, or other securities of Giga-tronics (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Giga-tronics has publicly released a report including the combined financial results of Giga-tronics and Viking for a period of at least 30 days of combined operations of Giga-tronics and Viking within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Giga-tronics agrees to publish such financial results expeditiously in a manner consistent with its prior practices; provided that nothing contained herein shall obligate Giga- tronics to publish its financial results other than on a quarterly basis. (d) Shareholder has, and as of the Effective Time of the Merger will have, no plan or intention (a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) encumber or otherwise dispose of (any of the foregoing, a "Sale"), more than fifty percent (50%) of the shares of Giga-tronics Stock that Shareholder may acquire in connection with the Mergerher Securities or any interests therein, or grant any securities that may be paid as a dividend option or otherwise distributed thereon or other right with respect thereto or issued or delivered in exchange or substitution therefor. Sale thereto, without the prior written consent of Archstone; provided, however, that nothing herein shall also be deemed to include a distribution by a partnership to its partners, or a corporation to its shareholders, or any other transaction which results in a reduction in the risk of ownership. Shareholder is not aware of, or participating in, any Plan on the part of Viking shareholders to engage in Sales of the shares of Giga-tronics Stock to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding Viking Stock immediately prior to the Merger. For purposes of the preceding sentence, shares of Viking Stock prevent (i) with respect the sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to which dissenters' rights are exercisedsuch sale, transfer, hypothecation, pledge, encumbrance or other disposition, to be bound by the terms of this Agreement or (ii) which are exchanged for cash the continuance of current pledges of the Securities in lieu of fractional shares of Giga-tronics Stock or (iii) witheffect on the date hereof.

Representations, Warranties and Covenants of Shareholder. The Shareholder representsrepresents and warrants to, warrants and covenants as followsagrees with, ▇▇▇▇▇ that: (a) this Agreement has been duly executed and delivered by the Shareholder has full power and authority constitutes a valid and legally binding obligation of the Shareholder enforceable in accordance with its terms subject to execute this Agreementapplicable bankruptcy, insolvency, moratorium or other similar laws relating to make the representations, warranties creditors' rights and covenants herein contained and to perform Shareholder's obligations hereunder.general principles of equity; (b) Appendix A attached hereto sets forth all shares the Shareholder is not subject to or obligated under any provision of Giga-tronics stock owned (i) any contract, (ii) any license, franchise or permit or (iii) any law, regulation, order, judgment or decree that would be breached or violated by the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, which breach or violation would materially and adversely affect the Shareholder, including all Giga-tronics stock as 's ability to which Shareholder has sole or shared voting or investment power and all rights and options to acquire Giga- tronics stock.perform any of his obligations under this Agreement; (c) Notwithstanding no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by the Shareholder of the transactions contemplated by this Agreement, other provision than where the failure to make such filings or obtain such authorizations, consents or approvals would not materially and adversely affect the Shareholder's ability to perform his obligations under this Agreement; (d) as of the date of this Agreement Agreement, the Securities beneficially owned by the Shareholder consist of the Common Shares set forth on Schedule 1; (e) on the date hereof the Shareholder has, and the Shareholder will have at all times up to the contrarytermination of this Agreement, the unrestricted power to vote his Securities, as applicable; and (f) the Shareholder will not sell, transfer, exchangehypothecate, pledge or otherwise dispose ofpledge, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Giga-tronics stock or any rights, options or warrants to purchase Giga-tronics stock, or other securities of Giga-tronics (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Giga-tronics has publicly released a report including the combined financial results of Giga-tronics and Viking for a period of at least 30 days of combined operations of Giga-tronics and Viking within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Giga-tronics agrees to publish such financial results expeditiously in a manner consistent with its prior practices; provided that nothing contained herein shall obligate Giga- tronics to publish its financial results other than on a quarterly basis. (d) Shareholder has, and as of the Effective Time of the Merger will have, no plan or intention (a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) encumber or otherwise dispose of (any of the foregoing, a "Sale"), more than fifty percent (50%) of the shares of Giga-tronics Stock that Shareholder may acquire in connection with the Mergerhis Securities or any interests therein, or grant any securities that may be paid as a dividend option or otherwise distributed thereon or other right with respect thereto or issued or delivered in exchange or substitution therefor. Sale thereto, without the prior written consent of ▇▇▇▇▇ provided, however, that nothing herein shall also be deemed to include a distribution by a partnership to its partners, or a corporation to its shareholders, or any other transaction which results in a reduction in the risk of ownership. Shareholder is not aware of, or participating in, any Plan on the part of Viking shareholders to engage in Sales of the shares of Giga-tronics Stock to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding Viking Stock immediately prior to the Merger. For purposes of the preceding sentence, shares of Viking Stock prevent (i) with respect the sale, transfer, hypothecation, pledge, encumbrance, or other disposition of any of such Securities, provided that the purchaser, transferee, or pledgee thereof agrees in writing, prior to which dissenters' rights are exercisedsuch sale, transfer, hypothecation, pledge, encumbrance or other disposition, to be bound by the terms of this Agreement or (ii) which are exchanged for cash the continuance of current pledges of the Securities in lieu of fractional shares of Giga-tronics Stock or (iii) witheffect on the date hereof.

Representations, Warranties and Covenants of Shareholder. Shareholder represents, warrants and covenants as follows: (a) Shareholder has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Shareholder's obligations hereunder. (b) Appendix A attached hereto sets forth all shares of Giga-tronics stock Viking Stock owned by Shareholder, including all Giga-tronics stock Viking Stock as to which Shareholder has sole or shared voting or investment power and all rights and options to acquire Giga- tronics stockViking Stock. (c) Shareholder will not sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of Giga-tronics Stock that Shareholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of Giga-tronics being herein sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless (i) such transaction is permitted pursuant to Rule 144 and 145(d) under the Securities Act, (ii) counsel representing Shareholder shall have advised Giga-tronics in a written opinion letter satisfactory to Giga-tronics and Giga-tronics's legal counsel, and upon which Giga-tronics and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition, (iii) a registration statement under the Securities Act covering the Giga-tronics Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the SEC and made effective under the Securities Act, or (iv) an authorized representative of the SEC shall have rendered written advice to Shareholder (sought by Shareholder or counsel to Shareholder, with a copy thereof and all other related communications delivered to Giga-tronics) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition if consummated. (d) Notwithstanding any other provision of this Agreement to the contrary, Shareholder will not sell, transfer, exchange, pledge or otherwise dispose of, or in any other way reduce Shareholder's risk of ownership or investment in, or make any offer or agreement relating to any of the foregoing with respect to any Giga-tronics stock Viking Stock or any rights, options or warrants to purchase Giga-tronics stockViking Stock, or other securities of Giga-tronics (i) during the 30-day period immediately preceding the Effective Time of the Merger and (ii) until such time after the Effective Time of the Merger as Giga-tronics has publicly released a report including the combined financial results of Giga-tronics and Viking for a period of at least 30 days of combined operations of Giga-tronics and Viking within the meaning of Accounting Series Release No. 130, as amended, of the SEC. Giga-tronics agrees to publish such financial results expeditiously in a manner consistent with its prior practices; provided that nothing contained herein shall obligate Giga- tronics to publish its financial results other than on a quarterly basis. (d) Shareholder has, and as of the Effective Time of the Merger will have, no plan or intention (a "Plan") to sell, transfer, exchange, pledge (other than in a pre-existing bona fide margin account) or otherwise dispose of (any of the foregoing, a "Sale"), more than fifty percent (50%) of the shares of Giga-tronics Stock that Shareholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor. Sale shall also be deemed to include a distribution by a partnership to its partners, or a corporation to its shareholders, or any other transaction which results in a reduction in the risk of ownership. Shareholder is not aware of, or participating in, any Plan on the part of Viking shareholders to engage in Sales of the shares of Giga-tronics Stock to be issued in the Merger such that the aggregate fair market value, as of the Effective Time of the Merger, of the shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all shares of outstanding Viking Stock immediately prior to the Merger. For purposes of the preceding sentence, shares of Viking Stock (i) with respect to which dissenters' rights are exercised, (ii) which are exchanged for cash in lieu of fractional shares of Giga-tronics Stock or (iii) withany