Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder agrees that, once any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Each Shareholder shall, provided that the Merger Agreement has not been amended agrees to validly tender or otherwise modified instruct such Shareholder’s broker or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner such other person that is materially adverse the holder of record of such Shareholder’s Subject Shares to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder such Shareholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if latera Shareholder has not received the Offer Documents by such time, the date within two (2) Business Days following receipt of delivery of the letter of transmittal with respect such documents but in any event prior to the OfferExpiration Date), the each Shareholder shall shall: (i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Shareholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other shareholders of the Company pursuant to the terms of the Offer; or (ii) instruct such Shareholder’s broker or such other person (as such term is defined in the Merger Agreement) that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Each Shareholder agrees that, once any of such Shareholder Shareholder’s Subject Shares are tendered, the such Shareholder will not withdraw any of such Shareholder Subject Shares from the Offer, Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (a) From Promptly after the date hereof until and prior to the termination Expiration Date, but in any event no later than the later of this Agreement in accordance with Section 5ten Business Days after the date hereof or within two Business Days after the Stockholder has received the Offer Documents, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Stockholder shall duly tender or cause to be tendered in into the Offer all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer by (i) delivering to the depositary designated in the Offer (the “Depositary”) (A) a duly completed and executed letter of transmittal with respect to the Stockholder’s Subject Shares, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of Book-Entry Shares that are Subject Shares and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (ii) instructing Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but Stockholder shall duly tender to Purchaser during any Subsequent Offering Period provided by Purchaser in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying accordance with the terms of the Offer, (ii) certificates (or affidavits all of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidenceSubject Shares, if any, as which shall have been issued after the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder Expiration Time. Stockholder agrees that once its Subject Shares are tendered pursuant to the terms of the Offer. The Shareholder agrees thathereof, once Stockholder shall not withdraw any tender of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 52.3 hereof.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Offer, each Stockholder shall (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Shareholder stockholders of the Company (the “Company Stockholders”) pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement Agreement, or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (ai) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity13(d), Stockholder shall (i) validly tender or cause to be tendered in the Offer all of Stockholder’s Shares (excluding for purposes of this Section 2(a) any of Stockholder’s Shares that are the Shareholder Shares subject of unexercised options to purchase Common Stock granted or awarded under any of the Company’s stock plans or unexercised Warrants) pursuant to and in accordance with the terms of the Offer, free and clear Offer (including the tender of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoingcertificates, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder agrees that), once any as promptly as practicable (but no later than the close of business on the tenth (10th) business day) following the commencement of the Offer, or if Stockholder has not received the requisite offer documents by such time, within two (2) business days following receipt of such Shareholder Shares are tendereddocuments but in any event prior to the date of expiration of the Offer, the Shareholder will free and clear of any Liens whatsoever on title, transfer, or exercise of any rights of a stockholder in respect of such Shares, (ii) not withdraw such Shareholder its Shares, or cause its Shares to be withdrawn, from the OfferOffer at any time, unless and until (A) the Offer this Agreement shall have been terminated in accordance with Section 13(d) and (iii) duly tender to Purchaser during any “subsequent offering period” (as defined by Rule 14d-11 under the Exchange Act) provided by Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement Offer all of the Stockholder’s Shares, if any, which shall have been validly terminated in accordance with Section 5issued after the expiration of the Offer.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms and conditions of this Agreement in accordance with Section 5Agreement, Shareholder shallunless the Expiration Date has occurred, provided Stockholder shall validly tender, or instruct such Stockholder’s broker or such other Person that is the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders holder of record of the Company in a manner that is materially adverse Shares to such shareholders tender, (and shall not withdraw) the Shares (y) has not been approved including any Shares acquired by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all Stockholder after commencement of the Shareholder Shares Offer) pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date has occurred, free Stockholder shall, pursuant to and clear of all Liens (other than Shareholder Permitted Liens). Without limiting in accordance with the generality terms and conditions of the foregoingOffer, as promptly as practicable after, but in no event later than ten (10a) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect deliver to the depositary designated in the Offer), the Shareholder shall deliver pursuant to the terms of the Offer : (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidenceShares, if anyapplicable, as the Paying Agent may reasonably request)or, in the case of a book-entry share transfer of any uncertificated Shareholder Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (iii) all other documents or instruments required to be delivered by Shareholder Stockholder pursuant to the terms of the Offer. The Shareholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any Shares to tender such Shares in the Offer pursuant to the terms and conditions of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer. Unless the Expiration Date has occurred, unless and until (A) Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer, and Parent shall promptly return, and shall cause any depositary acting on behalf of Parent to return, all Shares tendered by Stockholder in the Offer to Stockholder.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), each Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable afterpracticable, but in any event no event later than ten (10) two Business Days afterafter the relevant procedures for tendering Shares in the Offer pursuant to book entry transfers have been implemented, each Stockholder shall (i) deliver to the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder its Subject Shares are tendered, the Shareholder such Stockholder (i) shall promptly notify Parent that such Subject Shares have been tendered and (ii) will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms. The obligations of each Stockholder under this Section 51.1 are several and not joint with any other Stockholder.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement Except as otherwise provided in accordance with Section 5, Shareholder shall, 1.1(b) below and provided that the Merger this Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable terminated pursuant to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Section 5.3, each Shareholder (in his individual capacity), shall validly tender or cause to be tendered in the Offer all of the Shareholder such Shareholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning after receipt by such Shareholder of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect all documents or instruments required to the Offer), the Shareholder shall deliver be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, and in any event on or before the tenth (10th) business day prior to the Expiration Date, or if any Subject Share is acquired after the commencement of the Offer, on or before the later of (x) the fifth (5th) business day after such acquisition or (y) the tenth (10th) business day prior to the Expiration Date, but in any event prior to the Expiration Date, each Shareholder shall (i) deliver to the depositary designated in the Offer (ithe “Depositary”) (A) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Each Shareholder agrees that, that once any of such Shareholder its Subject Shares are tendered, the such Shareholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with the terms of the Merger Agreement Section 5.3 or (B) this Agreement shall have been validly terminated in accordance with Section 5unless otherwise instructed by Parent.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) 10 Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) certificates a Certificate (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Payment Agent may reasonably request), ) in the case of a bookBook-entry share of any uncertificated Shareholder SharesEntry Share, and (iii) all other documents or instruments required to be delivered by Shareholder stockholders of the Company pursuant to the terms of the Offer or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5Each Stockholder shall duly tender, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided the Offer Price does not decrease. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Stockholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder shall duly tender to Merger Sub during any Subsequent Offering Period provided by Merger Sub in accordance with the terms of the Offer, all of the Subject Shares, if any, which shall have been issued after the Initial Expiration Time. Each Stockholder agrees that, that once any of such Shareholder its Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder such Stockholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 52.3 hereof.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5Each Shareholder shall duly tender, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered tendered, in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Shareholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder such Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Each Shareholder shall duly tender to Purchaser during any subsequent offering period provided by Purchaser in accordance with the terms of the Offer (“Subsequent Offering Period”), all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer, promptly, but in any event no later than two (2) Business Days after the commencement of such Subsequent Offering Period. Each Shareholder agrees that, that once any of such Shareholder his or her Subject Shares are tenderedtendered by him or her, the such Shareholder will not withdraw withdraw, nor permit the withdrawal of, any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 53.03.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised during the Shareholder Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances except for Permitted Encumbrances (other than Shareholder Permitted Liensas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a Certificate representing all such Subject Shares that are certificated or, in the Shareholder case of a Book-Entry Share of any uncertificated Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares or be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, ) and (iiic) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or will cause not to be withdrawn such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Each Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Shareholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Offer, each Shareholder shall: (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Shareholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other Company Shareholders pursuant to the terms of the Offer; or (ii) cause such Shareholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Each Shareholder agrees that, once any of such Shareholder Shareholder’s Subject Shares are tendered, the such Shareholder will not withdraw any of such Shareholder Subject Shares from the Offer, Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised or Company RSUs that do not settle during the Shareholder Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances, except for Permitted Encumbrances (other than Shareholder Permitted Liensas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days business days (as defined in Rule 14d-1(g)(3) of the Exchange Act) after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (oror in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such tenth (10th) business day, if later, the date of delivery of the letter of transmittal with respect to the Offerno later than five (5) business days after such acquisition), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares that are certificated, or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiic) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised or Company RSUs that do not settle during the term of this Agreement). The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.3.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Shares (as defined below) pursuant to and in accordance with the terms of the Offer; provided, free and clear however, that a Stockholder shall not be required to (x) exercise any unexercised Romeo Options for the purposes of all Liens this Agreement or (other than Shareholder Permitted Liens)y) tender any Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) 20 Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request)that are certificated or, in the case of a book-entry share of any uncertificated Shareholder Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), and (iiic) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Shares are tendered, the Shareholder such Stockholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated with respect to such Stockholder in accordance with Section 52.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) fifteen Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Exchange Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement, (B) the Merger Agreement is terminated, pursuant to its terms, prior to the purchase of the Subject Shares in the Offer, (C) the Company Board shall have made an Adverse Recommendation Change (in connection with a Competing Proposal), or (BD) this Agreement shall have been validly terminated in accordance with its terms; provided, however, that a Stockholder shall not be required to (x) exercise any unexercised Company Options for the purposes of this Agreement or (y) tender any Subject Shares into the Offer if such tender could cause such Stockholder to incur liability under Section 516(b) of the Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall be deemed a waiver or an amendment of the provisions set forth in Section 5.10 of the Merger Agreement).

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), each Securityholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable afterpracticable, but in any event no event later than ten (10) five Business Days after, the commencement (within the meaning after receipt by such Securityholder of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect all documents or instruments required to the Offer), the Shareholder shall deliver be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Securityholder shall (i) deliver to the depositary designated in the Offer (ithe “Depositary”) (A) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Securityholder agrees that, once any of such Shareholder its Subject Shares are tendered, the Shareholder such Securityholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (Ai) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement or (Bii) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares (other than Options that are not exercised during the Shareholder Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder as defined below) except for Permitted LiensEncumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request)that are certificated or, in the case of a book-entry share of any uncertificated Shareholder Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request), and (iiic) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Options that are not exercised during the term of this Agreement). The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or will cause not to be withdrawn such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2. For clarity, Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Options held by Stockholder.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Each Securityholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Securityholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable afterpracticable, but in any event no event later than ten (10) three Business Days after, the commencement (within the meaning after receipt by such Securityholder of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect all documents or instruments required to the Offer), the Shareholder shall deliver be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Securityholder shall (i) deliver to the depositary designated in the Offer (ithe “Depositary”) (A) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Securityholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Securityholder agrees that, that once its Subject Shares are tendered by such Securityholder will not withdraw any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (Ai) the Offer shall have been terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement or (Bii) this Agreement shall have been validly terminated in accordance with Section 55.03.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), each Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, after receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer (but in any event no event later than ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall (i) deliver pursuant to the terms of the Offer Paying Agent (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (a Certificate or affidavits of loss in lieu thereof) Certificates representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a bookBook-entry share Entry Share of any uncertificated Shareholder Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, or (ii) instruct and otherwise cause such Stockholder’s broker and cause such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by the Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms; provided, however, that (x) a Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Option held by such Stockholder and (y) a Stockholder shall not have any obligation under this Section 51.1 to tender any Subject Shares into the Offer to extent such shares constitute Company RSUs or if that tender could cause such Stockholder to incur liability under Section 16(b) of the Exchange Act. Notwithstanding anything to the contrary contained herein, the obligations of each Stockholder under this Agreement are several and not joint with any other Stockholder.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Each Stockholder shall validly tender or cause to be validly tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable afterpracticable, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Stockholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the instructions set forth therein and the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder its Subject Shares are tendered, the Shareholder such Stockholder (i) shall promptly notify Parent that such Subject Shares have been tendered and (ii) will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have expired or been terminated by Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms. The obligations of each Stockholder under this Section 51.1 are several and not joint with any other Stockholder.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Each Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning after receipt by such Stockholder of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect all documents or instruments required to the Offer), the Shareholder shall deliver be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Stockholder shall (i) deliver to the depositary designated in the Offer (ithe “Depositary”) (A) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder To the extent any Stockholder exercises any Company Stock Option prior to expiration of the Offer, such Stockholder shall take all actions necessary to tender the resulting Subject Shares in a timely manner in accordance with this Section 1.1. Each Stockholder agrees that, that once its Subject Shares are tendered such Stockholder will not withdraw any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.3.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5Each Shareholder shall duly tender, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered tendered, in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Shareholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder such Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct his or her broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Each Shareholder shall duly tender to Merger Subsidiary during any Subsequent Offering Period provided by Merger Subsidiary in accordance with the terms of the Offer, all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer, promptly, but in any event no later than two Business Days after the commencement of such Subsequent Offering Period. Each Shareholder agrees that, that once any of such Shareholder his or her Subject Shares are tenderedtendered by him or her, the such Shareholder will not withdraw withdraw, nor permit the withdrawal of, any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated by Merger Subsidiary in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 53.03.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Each Shareholder shall, provided agrees that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), shall duly tender or cause to be tendered in the Offer all of the Shareholder such Shareholder's Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten the fifth Business Day prior to the initial expiration date of the Offer, such Shareholder shall (10i) Business Days after, deliver to the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer "Depositary") (iA) a letter of transmittal with respect to all of the Shareholder such Shareholder's Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “"agent’s 's message” in customary form " (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct such Shareholder's broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Each Shareholder agrees thatthat once such Shareholder's Subject Shares are tendered in the Offer, once such Shareholder shall not withdraw any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Subject Shares from the Offer, Offer unless and until (Ai) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (Bii) this Agreement shall have been validly terminated in accordance with Section 54.03 hereof, provided, however, that (i) a Shareholder shall not be required for purposes of this Agreement to exercise any unexercised Company Stock Options or Company Stock Purchase Rights held by such Shareholder; and (ii) a Shareholder shall not have any obligation under this Section 1.01 to tender his or her Subject Shares into the Offer if that tender would cause him or her to incur liability under Section 16(b) of the Exchange Act.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall (i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates a Certificate (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a bookBook-entry share of any uncertificated Shareholder SharesEntry Share, and (iiiC) all other documents or instruments required to be delivered by Shareholder stockholders of the Company pursuant to the terms of the Offer or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (as defined below) (other than Shareholder Permitted LiensEncumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Offer, each Stockholder shall (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Payment Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Shareholder the Company Stockholders pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until the earliest of (Ai) the Offer shall have expired or been terminated in accordance with the terms of the Merger Agreement or Agreement, (Bii) this Agreement shall have been validly terminated in accordance with its terms, or (iii) such date and time as any amendment or change to the Offer or Merger Agreement is effected without such Stockholder’s consent that (A) decreases the consideration payable for each share of Company Common Stock tendered in the Offer, (B) materially and adversely affects such Stockholder or (C) violates Section 52.1(b) of the Merger Agreement.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Each Stockholder hereby agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer any and all shares of Company Common Stock currently beneficially owned by such Stockholder (excluding for purposes of this Section 1 any shares of Company Common Stock that are the subject of unexercised Company Stock Options and any Company RSUs) and any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of Company Stock Options or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 7(b), the “Subject Shares”) pursuant to and in accordance with the terms of the Shareholder Offer no later than five (5) Business Days after the receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal in the case of certificated Subject Shares. In furtherance of the foregoing, at the time of such tender, each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any Subject Shares and (C) all other documents or instruments, to the extent applicable, in the form required to be delivered by the other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, that once any of such Shareholder its Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or cause to be withdrawn any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 512(d).

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5Each Stockholder shall duly tender, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided the Offer price does not decrease. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Stockholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder his or its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder shall duly tender to Sub during any Subsequent Offering Period provided by Sub in accordance with the terms of the Offer, all of the Subject Shares, if any, which shall have been issued after the expiration of the Offer. Each Stockholder agrees that, that once any of such Shareholder his or its Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder such Stockholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 52.03 hereof.

Agreement to Tender. Unless the Expiration Date has occurred, Stockholder shall following the commencement of the Offer, and in any event no later than the first (a1st) From Business Day following the date hereof until expiration of the termination “go-shop” period provided for in Section 7.04 of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has Agreement, validly tender (and shall not been amended or otherwise modified or any condition precedent waived by withdraw) the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder Shares pursuant to and in accordance with the terms of the Offer. If Stockholder acquires Shares after the date hereof, free unless this Agreement shall have been terminated in accordance with its terms, Stockholder shall tender or cause to be tendered such Shares on or before the Expiration Date. Unless the Expiration Date has occurred, Stockholder shall, pursuant to and clear of all Liens (other than Shareholder Permitted Liens). Without limiting in accordance with the generality terms and conditions of the foregoingOffer, as promptly as practicable after, but in no event later than ten (10a) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect deliver to the depositary designated in the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidenceShares, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Sharesapplicable, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any Shares to tender such Shares in the Offer pursuant to the terms and conditions of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer. Unless the Expiration Date has occurred, unless and until (A) Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Expiration Date occurs due to a termination of the Merger Agreement pursuant to Article IX thereof after Stockholder has tendered any Shares in the Offer shall have been terminated in accordance with this Section 3, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5Offer.

Agreement to Tender. (a) From Each Stockholder agrees that, unless the date hereof until the termination of this Agreement in accordance with Section 5Offer is earlier terminated or withdrawn by Merger Sub, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), it will validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Offer, each Stockholder shall (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Shareholder stockholders of the Company (the “Company Stockholders”) pursuant to the terms of the Offer, or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement Agreement, or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances except for Permitted Encumbrances (other than Shareholder Permitted Liensas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days business days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Depository Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiic) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2, except that a Stockholder may withdraw some or all of the Subject Shares in connection with a transfer of such shares to another Stockholder provided that such shares are retendered by the transferee in accordance with this Section 1.1 as promptly as practicable thereafter and, in any event, prior to the expiration of the Offer.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder as defined below) except for Permitted LiensEncumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as may be reasonably required by the Paying Agent may reasonably request), Agent) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiic) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)Encumbrances. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 14d‑2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request)that are certificated or, in the case of a book-entry share of any uncertificated Shareholder Subject Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and (iiic) all other documents or instruments required to be delivered by Shareholder other Company Stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder will such Stockholder shall not withdraw and shall cause not to be withdrawn such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 510.

Agreement to Tender. (a) From Subject to any restriction imposed as a result of any prior pledge or other hypothecation of Shares by the date hereof until the termination of this Agreement in accordance with Section 5Shareholder, Shareholder shall, provided that the Merger Agreement has hereby irrevocably and unconditionally agrees to validly tender (and not been amended or otherwise modified or any condition precedent waived by the Company that (xwithdraw) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be validly tendered in the Offer all of the Shareholder Shares (and not withdrawn) pursuant to and in accordance with the terms of the OfferOffer all of the Shares that Shareholder owns as of the date hereof as well as any additional Shares that Shareholder may own, free and clear whether acquired by purchase, exercise of all Liens options or otherwise, at any time after the date hereof (other than Shareholder Permitted Liensthe "SHAREHOLDER SHARES"). Without limiting Within five business days after the generality date hereof (or within five business days after any Shareholder Shares are acquired during pendency of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later), the date of delivery of the letter of transmittal Shareholder shall deliver (with respect to the Offer), the Shareholder shall deliver pursuant Shares controlled by Shareholder) to the terms of depositary designated in the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all of the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The With respect to Shares subject to a prior pledge or hypothecation agreement, Shareholder agrees thatthat (i) he will not tender or deliver such Shares other than pursuant to the Offer or to the applicable pledge holder and (ii) he will use his best efforts to cause the pledge holder to tender the Shares pursuant to the Offer or to consent to, once or otherwise remove any restrictions prohibiting, the tender of such Shareholder Shares are tendered, by the Shareholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5Shareholder.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Each Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable hereby agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of such Shareholder’s Shares (excluding for purposes of this ‎Section 2 any Shares that are the subject of unexercised Options or SARs) pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the 17th business day) after commencement of the Offer. In furtherance of the foregoing, each Shareholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to its Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “agent's message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Each Shareholder agrees that, that once any of such Shareholder its Shares are tendered, the such Shareholder will not withdraw or cause to be withdrawn any of such Shareholder Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with ‎Section 13(d). Upon the terms end of the Merger Agreement Period, Parent shall cause the Depositary to immediately return to each Shareholder all certificates representing such Shareholder's Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or (B) this Agreement shall have been validly terminated in accordance with Section 5otherwise.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Each Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder's Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning after receipt by such Stockholder of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect all documents or instruments required to the Offer), the Shareholder shall deliver be delivered pursuant to the terms of the Offer, including but not limited to the letter of transmittal, each Stockholder shall (i) deliver to the depositary designated in the Offer (ithe "DEPOSITARY") (A) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “"agent’s 's message” in customary form " (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder To the extent any Stockholder exercises any Company Stock Option prior to expiration of the Offer, such Stockholder shall take all actions necessary to tender the resulting Subject Shares in a timely manner in accordance with this Section 1.1. Each Stockholder agrees that, that once its Subject Shares are tendered such Stockholder will not withdraw any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.3.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares (other than Company Stock Options that are not exercised or Company RSUs that do not settle during the Shareholder Shares term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances, except for Permitted Encumbrances (other than Shareholder Permitted Liensas defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days business days (as defined in Rule 14d-1(g)(3) of the Exchange Act) after, the commencement (within the meaning of Rule 14d-2 14d–2 under the Exchange Act) of the Offer (oror in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such tenth (10th) business day, if later, the date of delivery of the letter of transmittal with respect to the Offerno later than five (5) business days after such acquisition), the Shareholder each Stockholder shall deliver pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares that are certificated, or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-–entry share of any uncertificated Shareholder Subject Shares, and (iiic) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the OfferOffer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised or Company RSUs that do not settle during the term of this Agreement). The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.3.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, The Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable hereby agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, Offer as promptly as practicable afterafter commencement of the Offer, but in any event no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), five business days after receipt by the Shareholder shall deliver of all documents or instruments required to be delivered pursuant to the terms of the Offer. In furtherance of the foregoing, the Shareholder shall (i) deliver to the depositary designated in the Offer (ithe "Depositary") (A) a letter of transmittal with respect to all of the Shareholder his Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Shares or an “"agent’s message” in customary form " (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Shares and (iiiC) all other documents or instruments instruments, to the extent applicable, required to be delivered by Shareholder other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this Agreement. The Shareholder agrees that, that once any of such Shareholder his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shareholder Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with Section 13(d). Upon the terms end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement or in a manner adverse to the Shareholder (Bother than any extension of the Offer to the extent permitted in the Merger Agreement) this Agreement shall have been validly terminated in accordance with Section 5without obtaining the Shareholder's prior written consent.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have previously been terminated in accordance with Section 5its terms, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), agrees to accept the Offer with respect to all the Shares he has the ability to tender or cause to be tendered in the Offer and to tender all of the Shareholder such Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than Such tender shall be made within ten (10) Business Days after, of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the and with respect to any Shares obtained after such date, promptly after such Shares are obtained. The Shareholder shall not withdraw any Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder tendered pursuant to the terms of the Offer. The Shareholder agrees that, once any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer, Offer unless and until either (Ai) this Agreement terminates pursuant to Section 4.1 or (ii) the Offer shall have been terminated pursuant to the terms of the Purchase Agreement. Acquiror shall pay the Shareholder for any Shares validly tendered and not withdrawn in accordance with the terms of Purchase Agreement and this Section 1.1 on, but subject to the Merger Agreement occurrence of, the Closing. If the Offer or (B) this Agreement shall have been validly is terminated in accordance with Section 5its terms, in either case prior to the Closing, Acquiror shall cause the depository acting on behalf of Acquiror to return all tendered Shares to the Shareholder promptly. The Shareholder agrees to permit Acquiror to publish and disclose in the Offer Documents (including all related documents and schedules filed with the Securities and Exchange Commission (“SEC”)) and in any announcement, filing or disclosure required by the SEC, NASDAQ or applicable Law, his identity and ownership of Shares, the nature of his commitments, arrangements and understandings under this Agreement and any other information concerning him that is required by applicable Law and that he has had the opportunity to review and reasonably revise prior to any such publication or disclosure.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), each Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as As promptly as practicable afterpracticable, but in any event no event later than ten (10) five Business Days afterafter the relevant procedures for tendering Shares in the Offer pursuant to book entry transfers have been implemented, each Stockholder shall (i) deliver to the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer “Depositary”) (iA) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct its broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder its Subject Shares are tendered, the Shareholder such Stockholder (i) shall promptly notify Parent that such Subject Shares have been tendered and (ii) will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms. The obligations of each Stockholder under this Section 51.1 are several and not joint with any other Stockholder. Parent’s and Purchaser’s obligation to accept for payment and pay for the Subject Shares tendered in the Offer pursuant to this Agreement is subject to all the terms and conditions of the Offer set forth in the Merger Agreement and Annex I thereto.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shall, provided the Stockholder agrees to tender or instruct the Stockholder’s broker or such other Person that is the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders holder of record of the Company in a manner that is materially adverse Subject Shares to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, (but in no event later than ten (10) Business Days after, business days ) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (oror if a Shareholder has not received the Offer Documents by such time, if later, the date within three (3) business days following receipt of delivery of the letter of transmittal with respect to the Offersuch documents), the Shareholder Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Subject Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) a Certificate representing all the Shareholder Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Shares, Subject Shares that are Book Entry Shares and (iii) all other documents or instruments required to be delivered by Shareholder holders of Shares pursuant to the terms of the Offer, or (b) if applicable, instruct the Stockholder’s broker or such other Person that is the holder of record of the Subject Shares to tender the Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. The Shareholder Stockholder agrees that, once any of such Shareholder the Subject Shares are tendered, the Shareholder Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms. In the event that the Company Board or any committee thereof shall have made a Change of Recommendation and Parent has not terminated the Merger Agreement in connection therewith, the covenants, obligations, representations and warranties of the Stockholder set forth in this Agreement, including this Section 51.1, shall continue to apply.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms and conditions of this Agreement in accordance with Section 5Agreement, Shareholder shallunless the Expiration Date has occurred, provided that Stockholder shall validly tender (and shall not withdraw) the Merger Agreement has not been amended or otherwise modified or Shares (including any condition precedent waived Shares acquired by the Company that (x) reduces the consideration payable to shareholders Stockholder after commencement of the Company in a manner that is materially adverse to such shareholders and (yOffer) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder Shares pursuant to and in accordance with the terms of the Offer. Unless the Expiration Date has occurred, free Stockholder shall, pursuant to and clear of all Liens (other than Shareholder Permitted Liens). Without limiting in accordance with the generality terms and conditions of the foregoingOffer, as promptly as practicable after, but in no event later than ten (10a) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect deliver to the depositary designated in the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidenceShares, if anyapplicable, as the Paying Agent may reasonably request)or, in the case of a book-entry share transfer of any uncertificated Shareholder Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request and (iii) all other documents or instruments required to be delivered by Shareholder Stockholder pursuant to the terms of the Offer. The Shareholder agrees that, once and/or (b) instruct its broker or such other person who is the holder of record of any Shares to tender such Shares in the Offer pursuant to the terms and conditions of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer. Unless the Expiration Date has occurred, unless and until (A) Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 54, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement shall have been terminated in accordance with Section 5its terms, Shareholder shallStockholder shall tender, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of the Shareholder Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)the Tender Shares. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event No later than ten five (105) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect prior to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms initial expiration date of the Offer, Stockholder shall (a) deliver to the depositary designated in the Offer (the “Depositary”), (i) certificates representing the Tender Shares, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a bookBook-entry share Entry Share of any uncertificated Shareholder Shares, Tender Shares and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (b) instruct its broker or such other person who is the holder of record of any Tender Shares to tender such Tender Shares for exchange in the Offer pursuant to the terms and conditions of the Offer. The Shareholder Stockholder shall not tender the Tender Shares into any exchange or tender offer commenced by a Person other than Parent, Merger Sub or any other Subsidiary of Parent. Stockholder agrees that, once any of such Shareholder Tender Shares are tendered, the Shareholder Stockholder will not withdraw any of such Shareholder Tender Shares from the Offer, unless and until (A) the Offer shall have been terminated by Merger Sub in accordance with the terms of the Merger Agreement without acceptance for payment of such tendered Shares or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms; provided, however, that Stockholder shall not be required, for purposes of this Agreement, to exercise any unexercised Company Options held by Stockholder.

Agreement to Tender. (a) From Shareholder shall exercise all of its rights with respect to the date hereof until the termination of this Agreement in accordance with Section 5Subject Shares to, Shareholder shalland use its best efforts to, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity)duly tender, tender or cause to be tendered in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided the Per Share Amount does not decrease. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date Shareholder shall exercise all of delivery of the letter of transmittal its rights with respect to the Offer)Subject Shares to, the Shareholder shall and use its best efforts to, (a) deliver pursuant to the terms of depositary designated in the Offer (the “Depositary”) (i) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (ii) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (b) instruct Shareholder’s broker or such other person that is the holder of record of the Subject Shares beneficially owned by Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder shall duly tender to Merger Sub during any subsequent offering period provided by Merger Sub in accordance with the terms of the Offer all of the Subject Shares, if any, which shall have been issued during the Offer or any subsequent extension period. Shareholder agrees that, that once any of such Shareholder its Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ax) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (By) this Agreement shall have been validly terminated in accordance with Section 53.03 hereof.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be tendered in the Offer all of the Shareholder Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens Encumbrances (other than Shareholder Permitted LiensEncumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Offer, Stockholder shall (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall i) deliver pursuant to the terms of the Offer (iA) a letter of transmittal with respect to all of the Shareholder Stockholder’s Subject Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder Subject Shares, and (iiiC) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer, or (ii) cause Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. The Shareholder Stockholder agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder Stockholder will not withdraw any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with its terms; provided, however, that Stockholder shall not be required to (x) exercise any unexercised Company Options or any Company Warrants for the purposes of this Agreement, (y) tender any Subject Shares into the Offer that constitute Restricted Shares or (z) tender any Subject Shares into the Offer if such tender could cause Stockholder to incur liability under Section 516(b) of the Exchange Act (provided, however, for the avoidance of doubt, that nothing in this Section 1.1 shall be deemed a waiver or an amendment of the provisions set forth in Section 5.10 of the Merger Agreement).

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer all of such Stockholder’s Existing Shares and other shares of Common Stock over which it has acquired beneficial ownership after the Shareholder Shares date hereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options, warrants or other rights to acquire Common Stock or the conversion of any convertible securities or otherwise) (collectively, the “New Shares”, and together with the Existing Shares, the “Shares”), pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver or cause to be delivered pursuant to the terms of the Offer (ia) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Shares complying with the terms of the Offer, (iib) certificates (or affidavits of loss in lieu thereof) a certificate representing all the Shareholder such Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request)that are certificated or, in the case of a book-entry share of any uncertificated Shareholder Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Shares be tendered, including a reference to this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request), and (iiic) all other documents or instruments required to be delivered by Shareholder other Company stockholders pursuant to the terms of the Offer. The Shareholder Each Stockholder agrees that, once any of such Shareholder Stockholder’s Shares are tendered, the Shareholder such Stockholder will not withdraw or will cause not to be withdrawn such Shareholder Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5Article IV.

Agreement to Tender. (a) From the date hereof until the termination of Unless this Agreement in accordance with Section 5shall have been terminated, Shareholder shalleach Stockholder shall duly tender, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer Offer, all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided that the Offer price does not decrease. Without limiting the generality of the foregoingUnless this Agreement shall have been terminated, as promptly as practicable afterpromptly, but in any event no event later than ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (oror if Stockholder has not received the Offer Documents by such time, if laterwithin two (2) Business Days following receipt of such documents), the date of delivery of the letter of transmittal with respect each Stockholder shall (i) deliver to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer Depository Agent: (iA) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the OfferOffer and (B) Certificates representing such Subject Shares or, (ii) certificates (or affidavits in the case of loss in lieu thereof) representing all the Shareholder Shares or Book-Entry Shares, an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Depository Agent may reasonably request), in and/or (ii) instruct such Stockholder’s broker or such other Person that is the case holder of a book-entry share record of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required Stockholder’s Subject Shares to be delivered by Shareholder tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder agrees that, that once any of such Shareholder Stockholder’s Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder such Stockholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ax) the Offer shall have been terminated terminated, withdrawn or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (By) this Agreement shall have been validly terminated in accordance with Section 54.03 hereof (the period commencing on (and including) the date of this Agreement and ending on the earlier of (x) and (y), the “Support Period”). Upon the occurrence of (x) or (y) in the preceding sentence, Parent and Purchaser shall promptly return, and shall cause the Depository Agent to return, all Subject Shares tendered by Stockholder.

Agreement to Tender. (a) From On the date hereof until terms and subject to the termination conditions of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), Stockholder shall validly tender or cause to be tendered in the Offer all of the Shareholder Stockholder’s Shares not included in the Sold Shares (the “Subject Shares”), which as of the date hereof constitute 2,102,990 Company Ordinary Shares free and clear of all mortgages, liens, pledges, charges, encumbrances, security interests or other adverse claims pursuant to and in accordance with the terms of the Offer. Promptly, but in any event no later than five (5) Business Days after commencement of the Offer, the Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to all of the Stockholder’s Subject Shares, completed in compliance with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or, in the case of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” or such other evidence of transfer of such Subject Shares as the Depositary may reasonably request, and (C) all other documents or instruments required to be delivered by stockholders of the Company tendering their shares of Company Ordinary Shares pursuant to the terms of the Offer, and (ii) if any Subject Shares beneficially owned by the Stockholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender all of such Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Shares complying with the terms of the Offer, (ii) certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer. The Shareholder agrees that, once any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5.

Agreement to Tender. (a) From Shareholder shall exercise all of its rights with respect to the date hereof until the termination of this Agreement in accordance with Section 5Subject Shares to, Shareholder shalland use its best efforts to, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity)duly tender, tender or cause to be tendered in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided the Per Share Amount does not decrease. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, business days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (orOffer, if later, the date Shareholder shall exercise all of delivery of the letter of transmittal its rights with respect to the Offer)Subject Shares to, the Shareholder shall and use its best efforts to, (a) deliver pursuant to the terms of depositary designated in the Offer (the “Depositary”) (i) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (ii) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iii) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (b) instruct Shareholder’s broker or such other person that is the holder of record of the Subject Shares beneficially owned by Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder shall duly tender to Merger Sub during any subsequent offering period provided by Merger Sub in accordance with the terms of the Offer all of the Subject Shares, if any, which shall have been issued during the Offer or any subsequent extension period. Shareholder agrees that, that once any of such Shareholder its Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ax) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (By) this Agreement shall have been validly terminated in accordance with Section 53.03 hereof.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement, each Stockholder irrevocably undertakes and agrees, unless and until this Agreement shall have been terminated in accordance with Section 55.2, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), validly tender or cause to be validly tendered in the Offer (and, in each case, not withdraw) all of the Shareholder such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens any liens, encumbrances, restrictions, proxies or voting trusts (other than Shareholder collectively, “Encumbrances”), except as provided hereunder or pursuant to any applicable restrictions on transfer under applicable securities Laws (“Permitted LiensEncumbrances”). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten the tenth (1010th) Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer Offer, each Stockholder shall (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) certificates a Certificate (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a bookBook-entry share of any uncertificated Shareholder SharesEntry Share, and (iii) all other documents or instruments required to be delivered by Shareholder stockholders of the Company pursuant to the terms of the OfferOffer or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1. The Shareholder Each Stockholder undertakes and agrees that, once any of such Shareholder Stockholder’s Subject Shares are tendered, the Shareholder such tender is irrevocable and such Stockholder will not withdraw and will cause not to be withdrawn any of such Shareholder Subject Shares from the Offer, unless and until (A) the Offer this Agreement shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable each Stockholder irrevocably and unconditionally undertakes and agrees to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer (and not withdraw) all of the Shareholder its Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Share Liens (other than Shareholder as defined below) except for Permitted LiensShare Liens (as defined below). Without limiting the generality of the foregoing, but subject to the terms of this Agreement, as promptly as practicable after, but in no event later than ten two (102) Business Days after, after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of date the Offer is commenced (oror in the case of any shares of Company Common Stock directly or indirectly acquired subsequent to such second (2nd) Business Day, if later, no later than the date earlier of delivery (x) two (2) Business Days after such acquisition and (y) the expiration of the letter of transmittal with respect to the Offer), the Shareholder each Stockholder shall deliver or cause to be delivered to the depositary designated in the Offer pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) certificates (written instructions to such Stockholder’s broker, dealer, commercial bank, trust company or affidavits other nominee that such Subject Shares be tendered, including a reference to this Agreement, and requesting delivery of loss in lieu thereof) representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent depository for the Offer may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, ) and (iii) all other documents or instruments required to be delivered by Shareholder other stockholders of the Company pursuant to the terms of the Offer. The Shareholder Each Stockholder undertakes and agrees that, once any of such Shareholder its Subject Shares are tendered, the Shareholder such tender is irrevocable and unconditional and such Stockholder will not withdraw and will cause not to be withdrawn such Shareholder Subject Shares from the Offer, Offer unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 5its terms.

Agreement to Tender. (a) From the date hereof until the termination of this Agreement in accordance with Section 5Each Stockholder shall duly tender, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity), tender or cause to be tendered in the Offer Offer, all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted Liens)provided the Offer Price does not decrease. Without limiting the generality of the foregoing, as promptly as practicable afterPromptly, but in any event no event later than ten (10) Business Days after, after the commencement of the Offer, each Stockholder shall (within i) deliver to the meaning of Rule 14d-2 under the Exchange Act) of depositary designated in the Offer (or, if later, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer "Depositary") (iA) a letter of transmittal with respect to all of the Shareholder its Subject Shares complying with the terms of the Offer, (iiB) a certificate or certificates (or affidavits of loss in lieu thereof) representing all the Shareholder such Subject Shares or an “"agent’s 's message” in customary form " (or such other documentation or evidence, if any, of transfer as the Paying Agent Depositary may reasonably request), ) in the case of a book-entry share transfer of any uncertificated Shareholder Shares, Subject Shares and (iiiC) all other documents or instruments required to be delivered by Shareholder pursuant to the terms of the Offer, and/or (ii) instruct such Stockholder's broker or such other person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. The Shareholder Each Stockholder shall duly tender to Merger Sub during any Subsequent Offering Period provided by Merger Sub in accordance with the terms of the Offer, all of the Subject Shares, if any, which shall have been issued after the Initial Expiration Time. Each Stockholder agrees that, that once any of such Shareholder its Subject Shares are tenderedtendered pursuant to the terms hereof, the Shareholder such Stockholder will not withdraw any tender of such Shareholder Shares from the OfferSubject Shares, unless and until (Ai) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement Agreement, or (Bii) this Agreement shall have been validly terminated in accordance with Section 52.3 hereof.

Agreement to Tender. (a) From Subject to the date hereof until the termination terms of this Agreement in accordance with Section 5Agreement, Shareholder shall, provided that the Merger Agreement has not been amended or otherwise modified or any condition precedent waived by the Company that (x) reduces the consideration payable Stockholder agrees to shareholders of the Company in a manner that is materially adverse to such shareholders validly and (y) has not been approved by the Shareholder (in his individual capacity), irrevocably tender or cause to be tendered in the Offer all of the Shareholder Subject Shares pursuant to and in accordance with the terms of the Offer, free and clear of all Liens (other than Shareholder Permitted LiensLiens arising hereunder or as may be applicable under the Securities Act or other applicable securities Laws). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (10) Business Days after, after the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (orOffer, if laterbut in no event later than the Expiration Time, the date of delivery of the letter of transmittal with respect to the Offer), the Shareholder Stockholder shall (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Subject Shares complying with the terms of the Offer, (ii) certificates a Certificate (or affidavits of loss in lieu thereof) representing all the Shareholder Subject Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, of transfer as the Paying Agent may reasonably request), ) in the case of a book-entry share of any uncertificated Shareholder SharesBook Entry Share, and (iii) all other documents or instruments instruments, to the extent applicable, required to be delivered by Shareholder stockholders of the Company pursuant to the terms of the Offer in order to effect the valid tender of the Subject Shares or (b) instruct the Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by the Stockholder to tender the Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. The Shareholder Stockholder agrees that, once any of such Shareholder the Subject Shares are tendered, the Shareholder Stockholder will not withdraw such Shareholder and will not cause or direct to be withdrawn any of the Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been validly terminated in accordance with Section 55.2.

Agreement to Tender. (a) From On the date hereof until terms and subject to the termination conditions of this Agreement and unless this Agreement has been terminated in accordance with Section 54.01, Shareholder shall, provided that the Merger Agreement has not been amended terminated in accordance with its terms or otherwise modified the Offer shall have terminated or any condition precedent waived shall have expired, the Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by the Company that (x) reduces the consideration payable Stockholder and to shareholders of the Company in a manner that is materially adverse to such shareholders and (y) has not been approved by the Shareholder (in his individual capacity)tender, tender or cause to be tendered in the Offer tendered, all of the Shareholder Shares pursuant to and such Shares, in accordance with the terms of the Offer, free and clear . Such tender shall be made no later than the 5th business day after commencement of all Liens (other than Shareholder Permitted Liens)the Offer. Without limiting the generality of the foregoing, as promptly as practicable afterthe Stockholder shall (i) deliver to the Paying Agent (A) to the extent applicable, but in no event later than ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (or, if later, the date of delivery of the a letter of transmittal with respect to the Offer), the Shareholder shall deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to all of the Shareholder Stockholder’s Shares complying with the terms of the Offer, (iiB) certificates (or affidavits of loss in lieu thereof) to the extent applicable, a Certificate representing all the Shareholder Shares or an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), in the case of a book-entry share of any uncertificated Shareholder Shares, and (iiiC) all other documents or instruments instruments, to the extent applicable, required to be delivered by Shareholder other holders of Company Common Stock pursuant to the terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s broker and, if applicable, such other person that is the holder of record of any Shares beneficially owned by the Stockholder, to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Shareholder agrees thatStockholder shall not withdraw, once or cause to be withdrawn, any of such Shareholder Shares are tendered, the Shareholder will not withdraw such Shareholder Shares from the Offer, unless and until (A) tendered pursuant to the Offer shall have been unless this Agreement is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with the terms of the Merger Agreement or Agreement. Merger Sub shall pay the Stockholder for any Shares tendered (Band not withdrawn) this Agreement shall have been validly terminated in accordance with Section 5the provisions of the Merger Agreement. The Stockholder agrees to (x) permit Parent and Merger Sub to publish and disclose in the Offer Documents and any Proxy Statement (including all related documents and schedules filed with the SEC), its identity and ownership of Shares, the nature of its commitments under this Agreement and any other information required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity, subject to the Stockholder’s prior approval (not to be unreasonably withheld) and (y) promptly provide to Parent or Merger Sub, as applicable, any such information. The Stockholder shall promptly notify Parent of any required corrections of which the Stockholder becomes aware with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any shall have become false or misleading in any material respect. The Stockholder shall not issue any press release or make any other public statement with respect to the transactions contemplated by this Agreement and the Merger Agreement without the prior written consent of Parent, except as such release or statement may be required by applicable Law or the rules and regulations of any applicable United States securities exchange or regulatory or Governmental Entity to which Stockholder is subject or submits.