Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record and or beneficial owner of, and has good and valid title to, the Covered SharesOwned Shares set forth opposite his or her name on Schedule A hereto, 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 Company. Such Each Shareholder has sole or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power of disposition, sole or joint (with the other Shareholder) power to demand dissenters appraisal rights and sole or joint (with the other Shareholder) power to agree to all of the matters set forth in this Agreement, as appropriate, in each case with respect to all of such Covered Sharesthose Owned Shares set forth opposite his or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of the Shareholders, (iii) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (v) Shares held by the Company’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or of record any Shares or other voting securities of the Company or any interest therein. The Covered Owned Shares are not subject to any voting trust agreement or other Contract to which such any Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined herein) of the Covered Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Owned Shares, except as contemplated by this Agreement. (b) Each such Such Shareholder is a natural person who has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married to one another. (c) 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 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 (A1) 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 (B2) 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 hereunderassets. (d) As of the date of this Agreement, there There is no actionProceeding pending against such Shareholder or, suitto the knowledge of such Shareholder, investigationany other Person or, complaint or other proceeding pending or to the knowledge of such Shareholder, threatened against any such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by such Shareholder any party of its his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly)itself, hereby represents and warrants to Parent Parent, as of the date of this Agreement and as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (cb) 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 There is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by such Shareholder any party of its obligations under this Agreement. (ec) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein. Such Shareholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of his, her or its own choosing.

Representations and Warranties of Shareholders. Each ShareholderShareholder hereby represents, as to such Shareholder (severally warrants and not jointly), hereby represents and warrants to Parent covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under 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 laws of the Company. Such Shareholder has sole voting power, sole power jurisdiction of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. 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 effect with respect to any Covered Shares, except as contemplated by this Agreementits formation. (b) Each such Such Shareholder has full legal the right, power and capacity authority to execute and deliver enter into this Agreement Agreement, to become a Shareholder and to perform such Shareholder’s its obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This under this Agreement, and this Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes is a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder contained hereinshall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as follows: : (a) Such such Shareholder is the record and has beneficial owner ownership of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (i) as created by is entitled to vote in accordance with such Shareholder’s commitments under this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk the number of forfeiture with respect to any Company Common Shares granted to such Shareholder under an employee benefit plan of the 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 matters set forth in this Agreementopposite his or her name on Schedule 1 hereto, 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 have any right to acquire any Company Common 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. listed on Schedule 1; (b) Each such Shareholder has full legal the right, power and capacity authority to execute execute, deliver and deliver perform under this Agreement and to perform Agreement; such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 ofwill not violate, or constitute a default (or an event whichrequire any consent, with notice or lapse of time or both, would become a default) underapproval, or give to others notice under any rights provision of termination, amendment, acceleration or cancellation of, law or result in the creation breach of a Lien on such property any outstanding agreements or asset of such Shareholder pursuant to, any Contract instruments to which such Shareholder is a party or is subject; and this Agreement has been duly executed and delivered by which such Shareholder or any property or asset of such Shareholder is bound or affected or (B) violate any orderand constitutes a legal, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any valid and binding agreement of such Shareholder’s properties or assets except, enforceable in the case of clause accordance with its terms; (Ac) 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 Company Common Shares listed as owned on Schedule 1 hereto are now and, until the date termination 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 will remain owned by such Shareholder Shareholder, free and clear of its obligations under all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (other than (i) pledges for loans entered into in the ordinary course and (ii) rights of Parent and encumbrances respecting such Company Common Shares created pursuant to this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into Agreement or the Merger Agreement in reliance upon such Shareholder’s execution Agreement); and delivery of (d) other than this Agreement and the representations Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law (in which case this Agreement shall bind the transferee); (x) transfers for estate and warranties tax planning purposes, subject in each case to the transferee agreeing in writing to be bound by the terms of such Shareholder contained hereinthis Agreement; (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld), for any sales, assignments, transfers or other dispositions necessitated by hardship; or (z) as Parent may otherwise agree in writing.

Representations and Warranties of Shareholders. Each The Shareholder, as to such Shareholder (severally hereby represents, warrants and not jointly), hereby represents and warrants covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is the record and beneficial owner ofowner, or otherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and has good and valid title to, the Covered Shares, such Shares are free and clear of any Liens other than or adverse claims (i) except for such Liens arising under securities laws or for such Liens or adverse claims as created by would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any except for voting such Shares granted to such Shareholder under an employee benefit plan on the election of the Company. Such 's directors, the Shareholder has sole voting power, sole and dispositive power of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered the Shareholder's Shares, with no limitations, qualifications or restrictions on such rights, the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to applicable federal securities laws any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the terms other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. As of No private entity which is wholly-owned by the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record owns any Shares or other voting securities of the Company or nor will any interest therein. The Covered Shares are not subject to such entity own 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) securities of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that Company as long as this Agreement is still in effect with respect to any Covered Shares, except as contemplated by this Agreementeffect. (bA) Each such The Shareholder has full legal power and capacity authority to execute make, enter into and deliver carry out its obligations pursuant to the terms and conditions under this Agreement and to perform such Shareholder’s obligations hereunder the Proxy, and (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, B) the execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 or the Proxy by such the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and to its Shares; or (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 (Ab) result in any breach or violation of, of or constitute a default (or an event which, with notice or lapse of time 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 any Lien on such property or asset of such Shareholder pursuant toon, any Contract of its Shares pursuant to any agreement to which such the Shareholder is a party or by which such Shareholder or any property or asset of such the Shareholder is bound or affected or (B) violate any orderaffected, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such except in each case as would not prohibit the Shareholder’s properties compliance with its obligations pursuant to this Agreement 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 hereunderProxy. (diii) As No proxies or voting instructions relating to the Merger have been heretofore given or will be given in respect of the date of this AgreementShareholder's Shares, 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) than the performance by such Shareholder of its obligations under this AgreementProxy. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each ShareholderShareholder hereby, as to such Shareholder (severally and not jointly), hereby represents and warrants warrants, with respect to himself, herself or itself only, to Parent and Merger Sub as follows: 1.1 As of the date of this Agreement, such Shareholder (ai) Such Shareholder is the record and and/or beneficial owner of(as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. 1.2 Such Shareholder has the legal capacity or requisite entity power and authority, as the case may be, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has good taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. 1.3 This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a legally valid title toand binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Covered Sharesrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 If such Shareholder is an individual and the Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Shareholder, this Agreement has been duly executed and delivered by such Shareholder’s spouse and, assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such spouse in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 1.5 Neither the execution and delivery of this Agreement nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any such violation, default or conflict which would not prevent or delay the performance by such Shareholder of any of its obligations under this Agreement. The consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, injunction or decree applicable to such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s organizational documents or (iii) require any consent, approval, or notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any of his, her or its obligations under this Agreement. 1.6 The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of Liens all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) as created by this Agreementany such Liens arising hereunder, (ii) pursuant to any applicable restrictions on transfer under applicable Law and state or federal securities laws, (iii) subject to any risk of forfeiture with respect to any Shares granted to such Shareholder under an employee benefit plan rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the CompanyShares and (iv) where applicable, that certain Stock Transfer Agreement, dated as of December 4, 2009, between the Company and the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Limited Partnership (collectively, “Permitted Liens”). 1.7 Such Shareholder has sole full voting power, sole full power of disposition, sole full power to demand dissenters rights issue instructions with respect to the matters set forth herein and sole full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent such Covered Shares, Shareholder from complying 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). 1.8 There is no Legal Proceeding pending or, 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation knowledge of such Shareholder, enforceable threatened against such Shareholder in accordance with its terms, except as enforcement may be limited at law or equity before or by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 Body that could reasonably be expected to impair 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) delay the performance by such Shareholder of its such Shareholder’s obligations under this Agreement. (e) 1.9 Such Shareholder has received and reviewed a draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution execution, delivery and delivery performance of this Agreement. 1.10 No broker, investment bank, financial advisor or other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission in connection with the transactions contemplated by this Agreement and the representations and warranties based upon arrangements made by or on behalf of such Shareholder contained hereinin such Shareholder’s capacity as a shareholder of the Company.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent and Merger Sub as follows: (a) Such Shareholder is has the record requisite capacity 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity authority to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) Such Shareholder is the Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement or any Liens under any margin account with a bank or brokerage at which the Owned Shares are held), of the Owned Shares, which, as of the date of this Agreement, are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the Ordinary Shares that are legally owned by general principles such Shareholder as of equity the date of this Agreement, and, except for such Shareholder’s Owned Shares and the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (regardless whether currently, upon lapse of whether considered in a proceeding in equity time, following the satisfaction of any conditions, upon the occurrence of any event or at lawany combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (excluding Company Stock Options and Restricted Stock Units). (c) Except for filings required under the applicable requirements Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the Exchange Act or the HSR Act, (i) no filing with, execution 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 Shareholder, 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 (Ai) result in requires any breach consent or violation other permit of, or constitute filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions of a Lien on such property or asset of such Shareholder pursuant to, any Contract contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (B) violate any order, writ, injunction, decree, statute, rule or regulation Law 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 including such Shareholder’s obligations hereunderOwned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) As of the date of this AgreementNo broker, there finder or investment banker is no actionentitled to any brokerage, suit, investigation, complaint finder’s or other proceeding pending fee or threatened against any commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that restricts is or prohibits (orwill be payable by Parent, if successfulMerger Sub, would restrict the Company or prohibit) the performance by such Shareholder any of its obligations under this AgreementSubsidiaries. (e) Such Each Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s the Shareholders’ execution and delivery of this Agreement and the representations and warranties of such Shareholder contained hereinAgreement.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent Parent, Merger Sub and the Company as follows:of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder severally and not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder's ability to comply with its obligations pursuant to Section 2.1): (a) Such Shareholder is has the record requisite capacity 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity authority to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such ShareholderShareholder enforceable by Parent, enforceable Merger Sub and the Company against such Shareholder in accordance with its terms. (b) Such Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder's name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder's Owned Shares. The Owned Shares set forth below such Shareholder's name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except as enforcement may be limited for such Shareholder's Owned Shares, the Owned Shares owned by applicable bankruptcythe other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, insolvencysuch Shareholder and such Shareholder's Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, reorganizationupon lapse of time, moratorium following the satisfaction of any conditions, upon the occurrence of any event or similar laws affecting creditors’ rights generally and by general principles any combination of equity the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (regardless of whether considered in a proceeding in equity or at lawincluding options to purchase Company Common Stock). (c) Except for the applicable requirements None of the Exchange Act or the HSR Act, (i) no filing with, execution 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 Shareholder, 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 (Ai) result in requires any breach consent or violation other authorization, approval or permit of, or constitute filing with or notification to, any Governmental Authority or any other Person by such Shareholder, except as contemplated by the Merger Agreement, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder's properties or affected assets (including such Shareholder's Owned Shares) may be bound, (iii) violates any Order or (B) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s 's properties or assets except(including such Shareholder's Owned Shares), in the case of clause (A) or (Biv) results in a Lien upon any of such Shareholder's properties or assets (including such Shareholder's Owned Shares), except for violations, breaches, violations defaults or defaults that Liens as would not, individually or in the aggregate, materially impair the not have an adverse effect on ability of such Shareholder to perform such Shareholder’s its 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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each The Shareholder, as to such Shareholder (severally hereby represents, warrants and not jointly), hereby represents and warrants covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is the record and beneficial owner ofowner, or otherwise entitled to direct the voting, of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and has good and valid title to, the Covered Shares, such Shares are free and clear of any Liens other than or adverse claims (i) except for such Liens arising under securities laws or for such Liens or adverse claims as created by would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any except for voting such Shares granted to such Shareholder under an employee benefit plan on the election of the Company. Such 's directors, the Shareholder has sole voting power, sole and dispositive power of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered the Shareholder's Shares, with no limitations, qualifications or restrictions on such rights, the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to applicable federal securities laws any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the terms other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. As of No private entity which is wholly-owned by the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record owns any Shares or other voting securities of the Company or nor will any interest therein. The Covered Shares are not subject to such entity own 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) securities of the Covered SharesCompany as long as this Agreement is in effect. Such To the Shareholder's knowledge, after inquiry, as of November 26, 2013 no private entity controlled but not wholly-owned by the Shareholder has not appointed or granted (other than private entities controlled by Elron) owned any proxy or power securities of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreementthe Company. (bii) Each such (A) The Shareholder has full legal power and capacity authority to execute make, enter into and deliver carry out its obligations pursuant to the terms and conditions under this Agreement and to perform such Shareholder’s obligations hereunder the Proxy, and (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, B) the execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 or the Proxy by such the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and to its Shares; or (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 (Ab) result in any breach or violation of, of or constitute a default (or an event which, with notice or lapse of time 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 any Lien on such property or asset of such Shareholder pursuant toon, any Contract of its Shares pursuant to any agreement to which such the Shareholder is a party or by which such Shareholder or any property or asset of such the Shareholder is bound or affected or (B) violate any orderaffected, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such except in each case as would not prohibit the Shareholder’s properties compliance with its obligations pursuant to this Agreement 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 hereunderProxy. (diii) As No proxies or voting instructions relating to the Merger have been heretofore given or will be given in respect of the date of this AgreementShareholder's Shares, 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) than the performance by such Shareholder of its obligations under this AgreementProxy. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as followsthat: (a) Such The Shareholder is Beneficially owns the record and beneficial owner of, and has good and valid title tonumber of shares of Company Common Stock set forth opposite the Shareholder’s name on Exhibit A attached hereto (such shares of Company Common Stock, the Covered “Subject Shares”), free and clear of Liens other than (i) as created by all Liens. Except for this Agreement and the Merger Agreement, (ii) pursuant there are no options, warrants or other rights, agreements, arrangements or commitments of any character to any restrictions under applicable Law which it is a party relating to the pledge, disposition or Voting of such Subject Shares and (iii) subject to any risk of forfeiture there are no Voting trusts or Voting agreements with respect to any Shares granted to such Shareholder under an employee benefit plan of the 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 matters set forth in this AgreementSubject Shares, in each case that are inconsistent with respect to all the Shareholder’s obligations herein. (b) The Shareholder does not Beneficially own any shares 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, Company Common Stock other than the Owned Shares, such Shareholder Shareholder’s Subject Shares and does not own beneficially or of record have any Shares options, warrants or other voting securities rights to acquire any additional shares of capital stock of the Company or any interest therein. The Covered Shares are not subject to any voting trust agreement security exercisable for or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined herein) convertible into shares of capital stock of the Covered Shares. Such Company (“Options”). (c) Except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy proxy, which appointment or power of attorney that grant is still in effect effective with respect to the Subject Shares or any Covered New Shares, except as contemplated by this Agreement. (bd) Each such If the Shareholder is a corporation, limited liability company, partnership or other form of business entity, it is duly organized and validly existing under the laws of its jurisdiction of organization and is duly authorized to do business and is in good standing under the laws of its jurisdiction of organization. (e) The Shareholder has full legal power and capacity authority to enter into, execute and deliver this Agreement and to perform such Shareholder’s fully its obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This and this Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a the legal, valid and binding obligation of such Shareholder, the Shareholder enforceable against such Shareholder it in accordance with its terms, terms (except insofar as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and generally, or by general principles governing the availability of equity (regardless of whether considered in a proceeding in equity or at lawequitable remedies). (cf) Except for the applicable requirements of Other than filings under the Exchange Act or the HSR Act, (i) no filing notices, reports or other filings are required to be made by the Shareholder with, and no permitnor are any consents, authorizationregistrations, consent approvals, permits or approval ofauthorizations required to be obtained by the Shareholder from, any Governmental Authority is necessary on Authority, in connection with the part execution and delivery of such Shareholder for this Agreement by the Shareholder. (g) The execution, delivery and performance of this Agreement by such the Shareholder or does not, and the consummation by such Shareholder it of the transactions contemplated hereby and will not, (i) violate, conflict with or constitute a breach of, or a default under, the certificate of formation, articles of organization, operating agreement or any comparable governing instruments of the Shareholder, if any, (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 a violation or breach or violation of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become ) a default) under, default (or give rise to others any rights right of termination, amendmentcancellation, acceleration modification or cancellation of, acceleration) (whether after the giving of notice or result in the creation passage of a Lien on such property time or asset of such Shareholder pursuant to, both) under any Contract to which such the Shareholder is a party or by which such any of its assets are bound, (iii) will not result in the creation of any Lien on any of the assets of the Shareholder or (iv) result in a violation of, under or pursuant to any property or asset of such Shareholder is bound or affected or (B) violate any law, rule, regulation, order, writ, injunction, decree, statute, rule judgment or regulation decree applicable to such the Shareholder or by which any of such Shareholder’s properties or its 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 hereunderare bound. (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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, Shareholder as to such Shareholder (severally and not jointly)itself, hereby himself or herself represents and warrants to Parent GoodNoise as follows: 5.1 No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the Nordic Shares held of record by such Shareholder or any portion thereof (a) Such Shareholder is except, with respect to shareholders which are partnerships, partners of such shareholders). The Nordic Shares are and will be, at all times until the record and beneficial owner of, and has good and valid title to, the Covered SharesClosing, free and clear of Liens any liens, claims, options, charges or other than encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Nordic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Nordic that Shareholder purchases or with respect to which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and prior to the Closing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Nordic Shares. 5.4 Such Shareholder represents to GoodNoise, that the GoodNoise Shares which he will receive will be acquired with his own property or funds or property for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder understands that the GoodNoise Shares will not be registered under the Securities Act of 1933 (the "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of the Securities Act, and that GoodNoise's reliance on such exemption is predicated on his representations set forth herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or no longer subject to restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of any of the GoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) as created such disposition will not require registration of such Stock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this Section. 5.7 In connection with the investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by this Agreement, (ii) pursuant has such knowledge and experience in financial and business matters as to any restrictions under applicable Law be capable of evaluating the merits and (iii) subject risks of his investment, has the ability to any risk bear the economic risks of forfeiture with respect to any Shares granted to such his investment. 5.8 Such Shareholder under an employee benefit plan understands that the acquisition of the Company. Such Shareholder has sole voting power, sole power of disposition, sole power GoodNoise Shares involves a highly speculative and risky investment and that GoodNoise may not be able to demand dissenters rights continue as a going concern unless it is able to raise substantial funds from outside investors and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 assurance that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this AgreementGoodNoise will be able to do so. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder itself (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such As of the date hereof, such Shareholder is the record and and/or 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 Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. 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 hereinbelow) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder that is a trust was duly created under the laws of the state in which it was created, is valid, has not terminated and has not been revoked, and is not supervised by any court. Each Shareholder that is a trust (through its trustee) has full power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. Each Shareholder who is a natural Person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is a trust, the performance by such Shareholder of its obligations hereunder (subject and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder, and no other actions or proceedings on the part of such Shareholder or the trustee thereof are necessary to any authorize the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby. The trustee of each Shareholder that is a trust is the only Person required spousal consent or approval as described in Section 6(c))by such Shareholder’s trust agreement to act on behalf of such Shareholder and is authorized to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 will (A) result in any breach conflict with 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 toviolate, any Contract to which such provision of the trust agreement of any Shareholder that is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected trust or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets 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 hereunderassets. (d) As of the date of this Agreement, there There is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by such Shareholder any party of its obligations under this Agreement. (e) Except as provided in the Merger Agreement or the Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder itself (severally and not jointly), hereby represents and warrants to Parent the Company as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (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 Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters rights appraisal or dissenter rights, if any, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any Shares (i) shares of capital stock or other voting securities of the Company Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any interest thereincapital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined hereinbelow) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full legal all requisite power and capacity authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each such Shareholder’s , the performance by such Shareholder of its obligations hereunder (subject and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to any required spousal consent authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or approval as described in Section 6(c))the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parentthe Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 Entity is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (BC) 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 (AB) or (BC), 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 its obligations hereunder. (d) As of the date of this Agreement, there There is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by such Shareholder any party of its obligations under this Agreement. (e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent the Company and Mr. de Berdouare as follows: (a) : Such Shareholder is the record and beneficial owner ofsha▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇xchanged Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and has good and valid title tonot with a view to or for resale, the Covered Sharesdistribution or fractionalization thereof in whole or in part. Such Shareholder does not have any contract, free and clear of Liens other than (i) as created by this Agreementundertaking, (ii) pursuant agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any restrictions under applicable Law and (iii) subject to any risk of forfeiture third Person, with respect to any Shares granted to such Shareholder under an employee benefit plan of the 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 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 Exchanged Shares. Such Shareholder has not appointed full legal right and power, corporate or granted any proxy other, and authority to execute, deliver and perform this Exchange Agreement, the other Transaction Documents and all of the other documents required to be executed and delivered by it in connection herewith and therewith and to do all acts as are expressly required or power of attorney that is still in effect with respect contemplated hereunder or thereunder to any Covered Sharesbe done, except as contemplated observed or performed by this Agreement. (b) Each it. The execution, delivery and performance by such Shareholder has full legal power and capacity to execute and deliver of this Exchange Agreement and the other Transaction Documents and all of the other documents required to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly be executed and delivered by such Shareholder in connection herewith and therewith and the taking of all acts as expressly required or contemplated hereunder or thereunder to be done, observed or performed by it have been duly authorized by all necessary corporate, stockholder or other pertinent action. This Exchange Agreement and the other Transaction Documents to be delivered by such Shareholder in connection herewith have been duly executed by such Shareholder and delivered to the Company and Mr. de Berdouare and, assuming due authorization, execution and delivery deli▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ thereof by Parentother parties hereto and thereto, constitutes a legal, are valid and binding obligation obligations of such Shareholder, enforceable against such Shareholder in accordance with its their terms, except as enforcement such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally the Bankruptcy Exception. Such Shareholder has good and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Except for marketable title to the applicable requirements shares of the Exchange Act or the HSR ActPreferred Stock set forth in Column B of Annex A hereto opposite such Shareholder's name, (i) no filing withfree and clear of all Liens, and no permit, authorization, consent the Shareholder does not own of record or approval of, beneficially 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 other capital stock 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 hereunderCompany. (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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent the Purchaser Parties as of the date of this Agreement and at all times during the term of this Agreement, as follows: (a) Such Shareholder is has the record requisite capacity 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity authority to execute and deliver this Agreement and to fulfill and perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable by the Purchaser Parties against such Shareholder in accordance with its terms. (b) The number of Shares constituting Owned Shares of such Shareholder as of the date hereof, and the number of votes which the holder of such Shares shall be entitled to cast in respect of any matter as to which holders of Shares are entitled to cast votes, are set forth next to such Shareholder’s name on Schedule A of this Agreement. Such Shareholder is the record and Beneficial Owner of, and has good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement) to, the Owned Shares, and, except as enforcement may be limited by applicable bankruptcyprovided in this Agreement and subject to the provisions of the Securities Act of 1933, insolvencyas amended, reorganizationhas full and unrestricted power to dispose of and vote all of such Shareholder’s Owned Shares without the consent or approval of, moratorium or any other action on the part of, any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar laws affecting creditors’ rights generally agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth next to such Shareholder’s name on Schedule A hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder as of the date hereof, and, except for such Shareholder’s Owned Shares, such Shareholder and by general principles such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of equity time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any Shares or any securities convertible into Shares (regardless of whether considered in a proceeding in equity or at lawincluding Company Stock Rights). (c) Except for Other than the applicable requirements filing by a Shareholder of any reports with the SEC required by Sections 13(d) or 16(a) of the Exchange Act or the HSR Act, (i) no filing with, none of the execution 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 a Shareholder, the consummation by such a Shareholder of the transactions actions 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 a Shareholder with any of the provisions hereof shall (Ai) result in requires any breach consent or violation other Permit of, or constitute filing with or notification to, any Governmental Entity or any other Person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (B) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assets except(including such Shareholder’s Owned Shares), in the case of clause (A) or (B), for breaches, violations or defaults that would not, individually or iv) results in the aggregate, materially impair the ability a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) Such Shareholder has reviewed the Merger Agreement and has had the opportunity to perform ask questions and receive answers concerning (i) the terms and conditions of this Agreement and (ii) the terms and conditions of the transactions contemplated by the Merger Agreement, including the Merger, has had full access to such other information concerning this Agreement, the Merger Agreement and the Merger as the Shareholder has requested, and has had the opportunity to consult with the Shareholder’s legal and financial advisors regarding this Agreement, the Merger Agreement and the Merger and the 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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder itself (severally and not jointly), hereby represents and warrants to Parent as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens Encumbrances 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 Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. . (b) As of the date hereof, other than the Owned SharesShares and the options identified on Schedule A, such Shareholder does not own beneficially or of record any Shares (i) shares of capital stock or other voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any interest therein. capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company. (c) The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined hereinbelow) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (bd) Each such Shareholder that is an individual has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. (e) Each such Shareholder that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is an entity, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or the consummation by such Shareholder of the transactions contemplated hereby. (subject to any required spousal consent or approval as described in Section 6(c)). f) This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (cg) 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 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 (Ai) conflict with or violate any provision of the organizational documents of any such Shareholder that is an entity, (ii) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (Biii) 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 hereunderassets. (dh) As of the date of this Agreement, there There is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by such Shareholder any party (including the Shareholder) of its obligations under this Agreement. (ei) Such Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the accuracy of the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent and Merger Sub as follows: (a) Such Shareholder is has the record requisite capacity 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity authority to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such Shareholder, Shareholder enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by subject to the effect of any applicable bankruptcy, insolvencyinsolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) Such Shareholder is the Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement and other than Liens against Owned Shares that have been pledged and/or deposited in certain accounts maintained with registered broker-dealers and other nominees as margin loan collateral), of the Owned Shares, which, as of the date of this Agreement, are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the capital stock of the Company that are legally and Beneficially Owned by general principles such Shareholder as of equity the date of this Agreement, and, except for such Shareholder’s Owned Shares and, the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (regardless whether currently, upon lapse of whether considered in a proceeding in equity time, following the satisfaction of any conditions, upon the occurrence of any event or at lawany combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (including Company Stock Options). (c) Except for filings required under the applicable requirements Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the Exchange Act or the HSR Act, (i) no filing with, execution 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 Shareholder, 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 (Ai) result in requires any breach consent or violation other permit of, or constitute filing with or notification to, any Governmental Authority or any other person by such Shareholder, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions of a Lien on such property or asset of such Shareholder pursuant to, any Contract contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (B) violate any order, writ, injunction, decree, statute, rule or regulation Law 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 including such Shareholder’s obligations hereunderOwned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) As of the date of this AgreementNo broker, there finder or investment banker is no actionentitled to any brokerage, suit, investigation, complaint finder’s or other proceeding pending fee or threatened against any commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that restricts is or prohibits (orwill be payable by Parent, if successfulMerger Sub, would restrict the Company or prohibit) the performance by such Shareholder any of its obligations under this AgreementSubsidiaries. (e) Such Each Shareholder understands and acknowledges that Parent is and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s the Shareholders’ execution and delivery of this Agreement and the representations and warranties of such Shareholder contained hereinAgreement.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent as followsthe Company that the following statements are true and correct: (ai) Such the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder is as of the record and beneficial owner of, and has good and valid title to, the Covered Shares, date hereof as set forth on Exhibit A are owned by such Shareholder free and clear of Liens other than all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) in the Exchange, each Shareholder will convey to the Company good title to the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as created by of the date hereof as set forth on Exhibit A attached hereto free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) if such Shareholder is not a natural person, then this Agreement, (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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly when executed and delivered by such Shareholder andShareholder, assuming due authorizationshall have been duly authorized, execution executed and delivery delivered by Parentand on behalf of such Shareholder, constitutes a legal, and shall constitute the valid and binding obligation agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting creditors’ rights generally generally; (iv) if such Shareholder is not a natural person, then such Shareholder has the requisite power and by general principles authority to enter into this Agreement and to perform its obligations hereunder; (v) such Shareholder is acquiring the shares of equity Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws; (regardless vi) such Shareholder has been advised that the shares of whether considered Common Stock issuable to such Shareholder upon the Exchange will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or applicable state securities laws and that such shares must be held indefinitely unless the offer and sale thereof are subsequently registered under the Securities Act or an exemption from such registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in a proceeding in equity or at law). financial, business and investment matters, (b) is capable of evaluating the merits and risks of the receipt of the shares of Common Stock issuable to such Shareholder upon the Exchange, (c) Except for is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the applicable requirements of the Exchange Act or the HSR Securities 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 (iid) neither has the execution, delivery or performance ability to bear the risk of this Agreement by losing such Shareholder nor the consummation by such Shareholder Shareholder’s entire position in shares 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 Common Stock issuable to such Shareholder or any of such Shareholder’s properties or assets except, in upon the case of clause Exchange; and (Aviii) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder acknowledges and agrees that the certificates evidencing the shares of Common Stock issuable 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 upon the Exchange will bear a restrictive legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (or, if successful, would restrict or prohibit13) the performance by such Shareholder of its obligations under this AgreementOF CODE SECTION 10-5-9 OF THE ‘GEORGIA SECURITIES ACT OF 1973,’ AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents and warrants to Parent Parent, Merger Sub and the Company as follows:of the date of this Agreement (or, in the case of a Permitted Transferee, as of the date of the relevant Transfer) and as of the date of any meeting of stockholders and as of the date of the execution of any written consent of the Shareholders, as follows (provided, however, with respect to any representation and warranty made as of a date after the date hereof, such Shareholder severally and not jointly makes such representation and warranty with exceptions that would not reasonably be expected to adversely affect such Shareholder’s ability to comply with its obligations pursuant to Section 2.1): (a) Such Shareholder is has the record requisite capacity 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 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 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity authority to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c))consummate the transaction contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation agreement of such ShareholderShareholder enforceable by Parent, enforceable Merger Sub and the Company against such Shareholder in accordance with its terms. (b) Such Shareholder is the record and Beneficial Owner, free and clear of any Liens (other than those arising under this Agreement) of the Owned Shares, which, as of the date hereof, are set forth below such Shareholder’s name on the signature page hereto, and except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement with respect to, such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature page hereto constitute all of the capital stock of the Company that is Beneficially Owned by such Shareholder (other than (i) Owned Shares of another affiliated Shareholder that is a party hereto and (ii) the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company) and, except as enforcement may be limited for such Shareholder’s Owned Shares, the Owned Shares owned by applicable bankruptcythe other Shareholders who are parties to this Agreement and the shares of and options for shares of Company Common Stock owned by or granted to Affiliates of such Shareholder who are directors of the Company, insolvencysuch Shareholder and such Shareholder’s Affiliates in its private equity business (and not its portfolio companies) do not Beneficially Own or have any right to acquire (whether currently, reorganizationupon lapse of time, moratorium following the satisfaction of any conditions, upon the occurrence of any event or similar laws affecting creditors’ rights generally and by general principles any combination of equity the foregoing), any shares of Company Common Stock or any securities convertible into shares of Company Common Stock (regardless of whether considered in a proceeding in equity or at lawincluding options to purchase Company Common Stock ). (c) Except for the applicable requirements None of the Exchange Act or the HSR Act, (i) no filing with, execution 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 Shareholder, 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 (Ai) result in requires any breach consent or violation other authorization, approval or permit of, or constitute filing with or notification to, any Governmental Authority or any other Person by such Shareholder, except as contemplated by the Merger Agreement, (ii) results in a default violation or breach of, or constitutes (with or an event which, with without notice or lapse of time or both, would become ) a default) under, default (or give gives rise to others any rights third party right of termination, amendmentcancellation, acceleration material modification or cancellation ofacceleration) under any of the terms, conditions or result in the creation provisions 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 Shareholder’s properties or affected assets (including such Shareholder’s Owned Shares) may be bound, (iii) violates any Order or (B) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to such Shareholder or any of such Shareholder’s properties or assets except(including such Shareholder’s Owned Shares), in the case of clause (A) or (Biv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), except for violations, breaches, violations defaults or defaults that Liens as would not, individually or in the aggregate, materially impair the not have an adverse effect on ability of such Shareholder to perform such Shareholder’s its 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 of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, Shareholder as to such Shareholder (severally and not jointly)itself, hereby himself or herself represents and warrants to Parent GoodNoise as follows: 5.1 No person or entity not a signatory of this Agreement has a beneficial interest in or a right to acquire or vote the Emusic Shares held of record by such Shareholder or any portion thereof (a) Such Shareholder is except, with respect to shareholders which are partnerships, partners of such shareholders). The Emusic Shares are and will be, at all times until the record and beneficial owner of, and has good and valid title to, the Covered SharesClosing, free and clear of Liens any liens, claims, options, charges or other than encumbrances. Such Shareholder's principal place of residence or place of business is set forth on the signature page hereto. 5.2 Such Shareholder will not transfer (except as may be specifically required by court order or by operation of law), sell, exchange, pledge or otherwise dispose of or encumber the Emusic Shares or any New Securities (as defined below), or make any offer or agreement relating thereto, at any time prior to the Closing. 5.3 Such Shareholder agrees that any shares in the capital stock of Emusic that Shareholder purchases or with respect to which such Shareholder otherwise acquired beneficial ownership after the date of this Agreement and prior to the Closing (the "New Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Emusic Shares. 5.4 Such Shareholder represents to GoodNoise, that the GoodNoise Shares which he will receive will be acquired with his own property or funds or property for investment for an indefinite period for his own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that he has no present intention of selling, granting participation in, or otherwise distributing the same. 5.5 Such Shareholder understands that the GoodNoise Shares will not be registered under the Securities Act of 1933 (the "Securities Act") on the ground that the sale provided for in this Agreement is exempt pursuant to section 4(2) of the Securities Act, and that GoodNoise's reliance on such exemption is predicated on his representations set forth herein. 5.6 Until such time as the GoodNoise Shares shall become registered for resale under the Securities Act or no longer subject to restriction pursuant to Rule 144(k), such Shareholder agrees that in no event will he make a disposition of any of the GoodNoise Shares unless and until (a) he shall have notified GoodNoise of the proposed disposition and shall have furnished GoodNoise with a statement of the circumstances surrounding the proposed disposition and (b) he shall have furnished GoodNoise with an opinion of counsel satisfactory to GoodNoise to the effect that (i) as created such disposition will not require registration of such Stock under the Securities Act or (ii) that appropriate action necessary for compliance with the Securities Act has been taken or (c) GoodNoise shall have waived, expressly and in writing, its rights under clauses (a) and (b) of this Section. 5.7 In connection with the investment representations made herein, Shareholder represents that he is able to fend for himself in the transactions contemplated by this Agreement, (ii) pursuant has such knowledge and experience in financial and business matters as to any restrictions under applicable Law be capable of evaluating the merits and (iii) subject risks of his investment, has the ability to any risk bear the economic risks of forfeiture with respect to any Shares granted to such his investment. 5.8 Such Shareholder under an employee benefit plan understands that the acquisition of the Company. Such Shareholder has sole voting power, sole power of disposition, sole power GoodNoise Shares involves a highly speculative and risky investment and that GoodNoise may not be able to demand dissenters rights continue as a going concern unless it is able to raise substantial funds from outside investors and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any 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 effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 assurance that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this AgreementGoodNoise will be able to do so. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder itself (severally and not jointly), hereby represents and warrants to Parent the Company as follows: (a) Such Shareholder is the record and or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than (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 Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. 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 contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined hereinbelow) of the Covered Shares. Except pursuant to this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which such Shareholder is a party relating to the pledge, disposition, or voting of any of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement.. For the purposes of this Agreement, “Transfer” means, with respect to any Covered Shares, any assignment, pledge, conveyance of any legal or beneficial ownership interest in, sale, transfer, exchange, gift, mortgage, encumbrance, grant of a security interest, issuance of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise (b) Each such Shareholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each such Shareholder which is an entity, the performance by such Shareholder of its obligations hereunder (subject and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to any required spousal consent authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or approval as described in Section 6(c))the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parentthe Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) 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 governmental authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder which is an entity, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract 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 (BC) 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 (AB) or (BC), 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 its obligations hereunder. (d) As of the date of this Agreement, there There is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts could reasonably be expected to materially impair or prohibits materially adversely affect the ability of such Shareholder to perform such Shareholder’s obligations hereunder or to restrict or prohibit (oror that, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by such Shareholder any party of its obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.