Title to Shares. Palogic has valid marketable title to the Palogic Shares, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than pursuant to this Agreement; and upon delivery of the Palogic Shares hereunder in the Exchange, the Company will obtain valid marketable title to the Palogic Shares, free and clear of any pledge, lien, security interest pertaining to Palogic’s property, encumbrance, claim or equitable interest, or any liability to or claims of any creditor or beneficiary of Palogic.

Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.

Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.

Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.

Each Shareholder has the sole voting power and sole power of disposition with respect to all of the Shares held by such Shareholder with no limitations, qualifications or restrictions on such rights and powers. The Shares owned by each Shareholder will be transferred to Buyer pursuant to this Agreement, free and clear of any Liens. Each Shareholder is not subject to any agreements, arrangements, options, warrants, calls, rights, commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of its Shares. Each Shareholder does not own and is not entitled to receive any options, warrants or similar rights to purchase shares of capital stock or other securities of the Company.

Delivery of Title to Shares. Subject to any governing rules or regulations, as soon as practicable after each Purchase Date, the Company shall issue or cause to be issued to or for the benefit of each Participant the shares of Stock acquired by the Participant on such Purchase Date by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.

Title to Shares. Stockholder is the record or beneficial owner of the Shares set forth opposite its name on [Exhibit A]. Stockholder has good title to his, her or its Stockholder Shares. Except as otherwise set forth in this Voting Agreement, Stockholder has, and will have at all times through the Closing Date, sole voting power (including the right to control such vote as contemplated herein), sole power of disposition and sole power to agree to all of the matters set forth in this Voting Agreement, in each case with respect to all of its Stockholder Shares.

Title to Shares. Palogic will obtain valid marketable title to the Company Shares, free and clear of any pledge, lien, security interest pertaining to the Company’s property, encumbrance, claim or equitable interest, or any liability to or claims of any creditor or beneficiary of the Company.

Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.

Delivery of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: # by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, # by depositing such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or # by delivering such shares of Stock to the Participant in certificate form.