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Representations of Shareholder.
Shareholder represents and warrants to Modern Media that:
(a) Except for the drag-along right contemplated by article 20 of the articles of association of the Company, (i) Shareholder owns beneficially (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the Exchange Act) all of the Original Shares free and clear of all liens (other than those imposed under federal and state securities laws), and (ii) there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of the Original Shares and there are no voting trusts or voting agreements with respect to the Original Shares.
(b) Shareholder does not beneficially own any Company Shares other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional Company Shares or any security exercisable for or convertible into Company Shares, set forth on the signature page of this Agreement (collectively, Options).
(c) Shareholder has full corporate power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully Shareholders obligations hereunder. This Agreement has been duly and validly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms.
(d) None of the execution and delivery of this Agreement by Shareholder, the consummation by Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will conflict in any material respect with or result in a material breach, or constitute a material default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or law applicable to Shareholder or to Shareholders property or assets.
(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other person or entity on the part of Shareholder is required in connection with the valid execution and delivery of this Agreement.
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Agreement to Vote Shares; Additional Actions.
Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of the Shares to vote or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any annual or special meeting of shareholders of the Company: (i) in favor of the transactions contemplated by the Business Transaction Agreement, including the Share Exchange and the Luxembourg Merger, at every meeting (or in connection with any action by written consent) of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any other transaction, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Business Transaction Agreement or of Shareholder