Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”).

Agreement to Tender. (a) The Company Unless the Expiration Date has occurred, the Stockholder hereby agrees that Party shall, as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offerdate hereof, the Company Stockholder validly tender (and shall (inot withdraw) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer Offer. Unless the Expiration Date has occurred, the Stockholder Party shall, as promptly as practicable following the date hereof, pursuant to and in accordance with the terms and conditions of the Offer, (a) deliver to the depositary designated in the Offer, (i) a letter of transmittal with respect to the Subject Shares complying with the terms of the Offer, (ii) deliver certificates representing the Subject Shares, if applicable, and (iii) all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including and/or (Ab) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (instruct its broker or such other evidence, if any, person who is the holder of transfer as may be required) in the case of a book-entry share record of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall Shares to tender into the Offer such Subject Shares within two Business Days in the Offer pursuant to the terms and conditions of such acquisition but in no event the Offer. Unless the Expiration Date has occurred, the Stockholder Party shall not tender the Subject 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 8 thereof after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw Party has tendered any Subject Shares that it has tendered into in the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with this Section 2, the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly Stockholder Party may withdraw any such Subject Shares pursuant to and in accordance with the terms and conditions of the Merger Agreement (each a “Withdrawal Event”)Offer.

Agreement to Tender. (a) The Company Stockholder hereby Each Shareholder agrees to validly tender or instruct such Shareholder’s broker or such other person that as promptly as practicable after is the commencement holder of the Offer, and in any event no later than the 5th Business Day following the commencement record of the Offer, the Company Stockholder shall (i) cause such Shareholder’s Subject Shares to be tendered tender in the Offer all of the such Shareholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsPermitted Encumbrances). Without limiting the generality of the foregoing, pursuant to and as promptly as practicable after, but in accordance with no event later than ten (10) Business Days after, the terms commencement of the Offer and (iior, if a Shareholder has not received the Offer Documents by such time, within two (2) Business Days following receipt of such documents but in any event prior to the Expiration Date), each Shareholder shall: (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (A) a letter of transmittal with respect to the Company Stockholdersuch Shareholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate Certificate representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other shareholders of the Company Stockholder subsequently acquires 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, the Company Stockholder shall Shares beneficially owned by such Shareholder to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Shareholder agrees that, once such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall Shareholder’s Subject Shares are tendered, such Shareholder will not withdraw any of such Subject Shares that it has tendered into from the Offer unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement or (each a “Withdrawal Event”)B) this Agreement shall have been terminated in accordance with its terms.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after Subject to the commencement terms of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offerthis Agreement, the Company Stockholder shall (i) agrees to validly and irrevocably tender or cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Liens (iiother than Liens 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 the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, but in no event later than the Expiration Date, the Stockholder shall (a) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Ai) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bii) a certificate Certificate (or affidavits of loss in lieu thereof) representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a bookany non-certificated shares of Common Stock held in book entry share form, and (iii) all other documents or instruments, to the extent applicable, required to be delivered by stockholders of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, pursuant to the Company Stockholder shall tender into terms of the Offer such in order to effect the valid tender of the Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. or (b) The Company Stockholder agrees instruct the Stockholder’s broker or such other Person that it shall not withdraw is the holder of record of any Subject Shares that it has tendered into beneficially owned by the Offer 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 Stockholder agrees that, once any of the Subject Shares are tendered, the Stockholder will not withdraw and will not cause or direct to be withdrawn any of the Subject Shares from the Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsPermitted Encumbrances), pursuant to and in accordance with . Without limiting the terms generality of the Offer and foregoing, as promptly as practicable after, but in no event later than (ii10) Business Days after, the commencement of the Offer, each Stockholder shall (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate Certificate representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If , and (C) all other documents or instruments required to be delivered by stockholders of the Company Stockholder subsequently acquires (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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (i) of such acquisition but in no event after this Section 1.1 and the Expiration Time. (b) The Company terms of the Offer. Each Stockholder agrees that it shall that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (B) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with its terms.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all shares of the Subject Shares then Company Common Stock currently beneficially owned by such Stockholder and any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner (including, without limitation, by purchase, by the exercise of Company StockholderStock Options or otherwise) after the date of this Agreement (collectively, free and clear but excluding any shares that are disposed of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsin compliance with Section 7(b), the “Subject Shares”) pursuant to and in accordance with the terms of the Offer and no later than ten (ii10) deliver Business Days after the receipt by such Stockholder of all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including 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 Disbursing Agent designated in the Offer (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Disbursing Agent may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If 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 Stockholder subsequently acquires 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, the Company Stockholder shall Shares to tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly pursuant to and in accordance with the terms of the Offer. Each Stockholder agrees that once the Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any of the Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in accordance with Section 13. (b) If the Offer is terminated or withdrawn by Merger Sub, or the Merger Agreement is terminated prior to the Acceptance Date, Parent and Merger Sub shall promptly return, and shall cause the Disbursing Agent to return, all tendered Shares to the registered holders of the Shares tendered in the Offer (each a “Withdrawal Event”and in connection with the foregoing, Merger Sub shall direct the Disbursing Agent to so return such tendered Shares within three (3) Business Days of any such termination or withdrawal).

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided that the Offer and price does not decrease. Promptly, but in any event no later than ten (ii10) deliver all other documents or instruments required to be delivered by Business Days after the Company Stockholder pursuant to the terms commencement of the Offer, including each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or or, in the case of a book-entry transfer of any uncertificated Subject Shares, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) and (C) all other documents or instruments required to be requireddelivered 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 Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the case terms of the Offer. Purchaser may elect to provide a book-entry share subsequent offering period for the Offer in accordance with the Merger Agreement, and each Stockholder shall duly tender to Purchaser during such subsequent offering period all of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder if any, which shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event have been issued after the Expiration Time. (b) The Company expiration of the Offer. Each Stockholder agrees that it shall once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares that it has tendered into the Offer Shares, unless and until (ix) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (y) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 4.03 hereof. The Stockholder acknowledges that Purchaser’s obligation to accept for payment and pay for the Subject Shares is subject to all of the terms and conditions of the Offer.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the OfferUnless this Agreement shall have been terminated in accordance with its terms, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company each Stockholder shall (i) validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no later than two Business Days after the relevant procedures for tendering Shares in the Offer and pursuant to book entry transfers have been implemented, each Stockholder shall (iii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of depositary designated in the Offer, including Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company Stockholder subsequently acquires 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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with the terms of such acquisition but in no event after the Expiration Time. (b) The Company Offer. Each Stockholder agrees that, once its Subject Shares are tendered, such Stockholder (i) shall promptly notify Parent that it shall such Subject Shares have been tendered and (ii) will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly Sub in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. The obligations of each a “Withdrawal Event”)Stockholder under this Section 1.1 are several and not joint with any other Stockholder.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, to validly and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsCompany Stock Options that are not exercised and Company PSUs that are not settled during the Agreement Period (as defined below), ) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens except for Permitted Liens (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 and (iior in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the OfferOffer (a) in the case of Subject Shares represented by a Certificate, including (A) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, together with the Certificate(s) representing all such Subject Shares that are certificated, (Bb) in the case of a certificate representing the Company Book-Entry Share, 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” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any with respect to such Subject Shares, and (c) all other documents or instruments required by the Company Stockholder shall tender into terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement (each a “Withdrawal Event”)shall have been validly terminated in accordance with Section 5.2.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided the Offer and (ii) deliver all other documents or instruments required to be delivered by Price does not decrease. Promptly, but in any event no later than ten Business Days after the Company Stockholder pursuant to the terms commencement of the Offer, including each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject SharesShares and (C) all other documents or instruments required to be delivered 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. If Each Stockholder shall duly tender to Merger Sub during any Subsequent Offering Period provided by Merger Sub in accordance with the Company Stockholder subsequently acquires any terms of the Offer, all of the Subject Shares, the Company Stockholder if any, which shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event have been issued after the Initial Expiration Time. (b) The Company . Each Stockholder agrees that it shall once its Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares that it has tendered into the Offer Shares, unless and until (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (ii) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 2.3 hereof.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, to validly and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsCompany Stock Options that are not exercised and Company PSUs that are not settled during the Agreement Period (as defined below), ) pursuant to and in accordance with the terms of the Offer, free and clear of all Liens except for Permitted Liens (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 and (iior in the case of any shares of Company Common Stock acquired by such Stockholder subsequent to such tenth (10th) Business Day, or in each case if such Stockholder has not received the Offer Documents by such time, as promptly as practicable after the acquisition of such shares or receipt of the Offer Documents, as the case may be (but, if such shares are acquired or such Offer Documents are received prior to the expiration of the Offer, in no event later than expiration of the Offer)), each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the OfferOffer (a) in the case of Subject Shares represented by a Certificate, including (A) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, together with the Certificate(s) representing all such Subject Shares that are certificated, (Bb) a certificate representing in the Company case of Book- Entry 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” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any with respect to such Subject Shares, and (c) all other documents or instruments required by the Company Stockholder shall tender into terms of the Offer in order to effect the valid tender of such Stockholder’s Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Offer. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement (each a “Withdrawal Event”)shall have been validly terminated in accordance with Section 5.2.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer Permitted Encumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than 10 Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under state or Federal securities laws), pursuant to and in accordance with the terms Exchange Act) of the Offer and (iior, if later, the date of delivery of the letter of transmittal with respect to the Offer), each Stockholder shall (a) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Ai) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bii) a certificate Certificate (or affidavits of loss in lieu thereof) representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Payment Agent may be requiredreasonably request) in the case of a bookBook-entry share Entry Share, and (iii) all other documents or instruments required to be delivered by 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 uncertificated Subject Shares. If the Company Shares beneficially owned by such Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder’s Subject Shares are tendered, such Stockholder agrees that it shall will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Each Stockholder shall (i) validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer and (ii) deliver Offer. As promptly as practicable after receipt by such Stockholder of all other documents or instruments required to be delivered by the Company Stockholder 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 (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company Stockholder subsequently acquires 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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly pursuant to and in accordance with the terms of the Merger Offer. 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 once its Subject Shares are tendered such Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 5.3.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer Permitted Encumbrances). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than (10) Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under state or Federal securities laws), pursuant to and in accordance with the terms Exchange Act) of the Offer and (iior, if later, the date of delivery of the letter of transmittal with respect to the Offer), each Stockholder shall (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate Certificate (or affidavits of loss in lieu thereof) representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a bookBook-entry share Entry Share, and (C) all other documents or instruments required to be delivered by 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 uncertificated Subject Shares. If the Company Shares beneficially owned by such Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Stockholder agrees that, once any of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder’s Subject Shares are tendered, such Stockholder agrees that it shall will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) a. The Company Stockholder hereby agrees agrees, while this Agreement is in effect, that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in tender into the Offer all of the Subject Shares then owned by the Company StockholderOwned Shares, free and clear of all Encumbrances (other than Liens. If the Stockholder acquires beneficial ownership of any applicable restrictions on transfer under state additional Owned Shares after the date hereof, the Stockholder shall promptly tender, or Federal securities lawscause to be tendered, such additional acquired Owned Shares into the Offer. b. Without limiting the generality of the foregoing paragraph 1(a), pursuant to and in accordance with the terms as promptly as practicable after receipt by such Stockholder of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including the Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to the Company Stockholder’s Subject such Owned Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s Subject such Owned Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a bookBook-entry share Entry Share or any uncertificated Owned Shares, and (C) all other documents or instruments required to be delivered pursuant to the terms of the Offer, or (ii) instruct and otherwise cause such Stockholder’s broker or such other Person that is the holder of record of any uncertificated Subject Shares. If Owned Shares beneficially owned by Stockholder to tender such Owned Shares pursuant to and in accordance with this paragraph 1(b) and the Company terms of the Offer. c. Stockholder subsequently acquires any Subject Sharesagrees that, once the Company Stockholder shall tender Owned Shares are tendered into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Offer, Stockholder agrees that it shall and its Affiliates will not withdraw any Subject of such Owned Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement or (each a “Withdrawal Event”)B) this Agreement shall have been terminated in accordance with its terms.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state Company Stock Options that are not exercised or Federal securities laws), Company RSUs that do not settle during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances, except for Permitted Encumbrances (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 (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 and (iior in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such tenth (10th) business day, no later than five (5) business days after such acquisition), each Stockholder shall deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing the Company Stockholder’s all such Subject Shares that are certificated, or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If , and (c) all other documents or instruments required to be delivered by other stockholders of the Company Stockholder subsequently acquires any Subject Shares, pursuant to the Company Stockholder shall tender into terms of the Offer (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). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.3.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances (as defined below) (other than Permitted Encumbrances (as defined below)). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten business days after, the receipt of Offer documents in the Offer, each Stockholder shall deliver pursuant to the terms of the Offer all of the Subject Shares owned by the Stockholder as of the date of such tender (the “Tender Date”) and (ii) deliver all other documents or instruments required to be delivered by the other Company Stockholder stockholders pursuant to the terms of the Offer, including (A) a properly completed letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or and (B) a certificate representing the Company such Stockholder’s Subject Shares or, in the case of Subject Shares that are book-entry shares or uncertificated shares, written instructions to Stockholder’s broker, dealer or other nominee that such Subject Shares be tendered into the Offer, subject to the terms of this Agreement, and requesting delivery of an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may be required) in the case of a book-entry share of any uncertificated Subject Sharesreasonably request). If the Company any Stockholder subsequently acquires any Subject SharesShares after the Tender Date, the Company such Stockholder shall tender into the Offer such Subject Shares within two Business Days prior to the earlier of (x) five business days following the date that the Stockholder shall acquire such acquisition but in no event after Subject Shares and (y) the Expiration Time. (b) The Company Date. Each Stockholder agrees that it that, once such Stockholder’s Subject Shares are tendered, such Stockholder shall not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been Merger Agreement is terminated by Parent prior to the purchase of the Subject Shares in the Offer, or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (iiB) this Agreement has shall have been terminated in accordance with Section 6.1 5.2. Notwithstanding anything to the contrary herein, (x) nothing herein shall require any Stockholder to exercise or tender any unexercised Company Options, or prohibit Stockholder from exercising any Company Options, and (iiiy) there no Stockholder shall have any obligation under this Agreement to tender (or cause to be tendered) any Subject Shares to the extent such tender would reasonably be expected to cause the Stockholder to incur liability under Section 16(b) of the Exchange Act. Each Stockholder agrees that (i) on and after the date hereof, such Stockholder shall not take any action, or omit to take any action, that would cause the tender of such Stockholder’s Subject Shares to result in liability for such Stockholder under Section 16(b) of the Exchange Act and (ii) such Stockholder has been a identified on Schedule A hereto any purchases of Company Adverse Recommendation Change made properly in accordance Common Stock by such Stockholder during the prior six months that would be required to be matched with the terms tender of such Stockholder’s Subject Shares for purposes of determining liability under Section 16(b) of the Exchange Act. (b) Upon receipt of payment in full for each Stockholder’s Subject Shares pursuant to the Merger Agreement Agreement, each Stockholder agrees that any and all rights incident to its ownership of Subject Shares (each a “Withdrawal Event”including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of such Stockholder’s ownership of Subject Shares prior to the transfer of such Subject Shares to Purchaser or Parent pursuant to the Merger Agreement, shall be transferred to Purchaser and Parent upon the transfer to Purchaser or Parent of such Stockholder’s Subject Shares.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer any and all shares of the Subject Shares then 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 StockholderStock Options and any Company Restricted Shares and Company Performance Units) and any additional shares of Company Common Stock with respect to which such Stockholder becomes the beneficial owner (including, free and clear without limitation, whether by purchase, by the exercise of all Encumbrances Company Stock Options or otherwise) after the date of this Agreement (other than collectively, but excluding any applicable restrictions on transfer under state or Federal securities lawsshares that are disposed of in compliance with Section 6(b), the “Subject Shares”) pursuant to and in accordance with the terms of the Offer and (ii) deliver no later than two Business Days after the receipt by such Stockholder of all other documents or instruments required to be delivered by the Company Stockholder 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 (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other stockholders of the Company Stockholder subsequently acquires 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, the Company Stockholder shall Shares to tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly pursuant to and in accordance with the terms of the Merger Offer. Each Stockholder agrees that once its Subject Shares are tendered, such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement (each a “Withdrawal Event”shall have been terminated in accordance with Section 11(d).

Agreement to Tender. (a) The Company Stockholder hereby Each Shareholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to validly tender or cause to be tendered in the Offer all of the such Shareholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsPermitted Encumbrances), pursuant to and in accordance with . Without limiting the terms generality of the Offer and foregoing, as promptly as practicable after, but in no event later than (ii10) Business Days after, the commencement of the Offer, each Shareholder shall: (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (A) a letter of transmittal with respect to the Company Stockholdersuch Shareholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate Certificate representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other Company Shareholders pursuant to the Company Stockholder subsequently acquires 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, the Company Stockholder shall Shares beneficially owned by such Shareholder to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer. Each Shareholder agrees that, once such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall Shareholder’s Subject Shares are tendered, such Shareholder will not withdraw any of such Subject Shares that it has tendered into from the Offer unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement or (each a “Withdrawal Event”)B) this Agreement shall have been terminated in accordance with its terms.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as As promptly as practicable after the commencement of the Offer, and in any event no later than the 5th tenth Business Day following the commencement of the Offer, the Company each Stockholder shall (i) cause to be tendered in irrevocably and unconditionally tender into the Offer all of the Subject Owned Shares then owned by such Stockholder on or prior to such tenth Business Day following the Company Stockholdercommencement of the Offer, free and clear of all Encumbrances Liens that would prevent such Stockholder from tendering such shares in accordance with this Agreement or otherwise complying with such Stockholder’s obligations under this Agreement. If such Stockholder acquires any Owned Shares after the tenth Business Day following the commencement of the Offer (other than any applicable restrictions on transfer under state or Federal securities lawsincluding during a subsequent offering period, if any), pursuant to such Stockholder shall tender into the Offer such Owned Shares on or before the earlier of the Expiration Date of the Offer and the third Business Day after the date that such Stockholder acquires such Owned Shares. (b) Each Stockholder agrees that once Owned Shares are tendered into the Offer, he shall not, and shall not be permitted to, withdraw the tender of such Owned Shares previously tendered unless: (i) the Offer has been terminated or has expired, in each case, in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, or (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been 5.1. Upon termination of this Agreement, Parent shall, and shall cause Merger Sub to, immediately upon a Company Adverse Recommendation Change made properly in accordance with the terms Stockholder’s request, return all of the Merger Owned Shares to the Stockholder. During the term of this Agreement, each Stockholder shall not, and shall not be permitted to, tender, or cause to be tendered, such Stockholder’s Owned Shares into any tender offer or exchange offer other than the Offer. (c) Nothing in this Agreement (each a “Withdrawal Event”)shall be deemed to require any Stockholder to exercise any option or other right to acquire Company Common Stock.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), Securities pursuant to and in accordance with the terms of the Offer; provided that the Common Stock Offer and Price and/or the Preferred Stock Offer Price does not decrease. On or prior to the Expiration Date, Stockholder shall (iii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant depositary designated in the Offer (the “Depositary”) (A) letter(s) of transmittal with respect to Stockholder’s Subject Securities complying with the terms of the Offer, including (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate or certificates representing such Subject Securities or, in the Company Stockholder’s case of a book-entry transfer of any uncertificated Subject Shares or Securities, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) and (C) all other documents or instruments required to be requireddelivered pursuant to the terms of the Offer, and/or (ii) instruct Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Securities to tender such Subject Securities pursuant to and in accordance with the case terms of a book-entry share of any uncertificated Subject Sharesthe Offer. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall duly tender into to Purchaser during any Subsequent Offering Period provided by Purchaser in accordance with the Offer such terms of the Offer, all of the Subject Shares within two Business Days of such acquisition but in no event Securities, if any, which shall have been issued or otherwise acquired by Stockholder after the Expiration Time. (b) The Company expiration of the Offer. Stockholder agrees that it shall once Stockholder’s Subject Securities are tendered pursuant to the terms hereof, Stockholder will not withdraw any tender of such Subject Shares that it has tendered into the Offer Securities, unless and until (ix) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (y) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 4.03 hereof.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Each Stockholder shall (i) validly tender or cause to be validly tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by Offer. As promptly as practicable, but in any event no later than ten Business Days after the Company Stockholder pursuant to the terms commencement of the Offer, including each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the instructions set forth therein and the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company Stockholder subsequently acquires 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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with the terms of such acquisition but in no event after the Expiration Time. (b) The Company Offer. Each Stockholder agrees that, once its Subject Shares are tendered, such Stockholder (i) shall promptly notify Parent that it shall such Subject Shares have been tendered and (ii) will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have expired or been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with its terms. The obligations of each a “Withdrawal Event”)Stockholder under this Section 1.1 are several and not joint with any other Stockholder.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided the Offer and (ii) deliver all other documents or instruments required to be delivered by price does not decrease. Promptly, but in any event no later than ten Business Days after the Company Stockholder pursuant to the terms commencement of the Offer, including each Stockholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s his or its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject SharesShares and (C) all other documents or instruments required to be delivered 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. If Each Stockholder shall duly tender to Sub during any Subsequent Offering Period provided by Sub in accordance with the Company Stockholder subsequently acquires any terms of the Offer, all of the Subject Shares, the Company Stockholder if any, which shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event have been issued after the Expiration Time. (b) The Company expiration of the Offer. Each Stockholder agrees that it shall once his or its Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares that it has tendered into the Offer Shares, unless and until (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (ii) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 2.03 hereof.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), Company Stock Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Encumbrances except for Permitted Encumbrances (iias 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, each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate Certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) and (c) all other documents or instruments required to be required) in the case delivered by other stockholders of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, pursuant to the Company Stockholder shall tender into terms of the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Encumbrances (iias defined below) except for Permitted Encumbrances (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, each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request), and (c) all other documents or instruments required to be required) in delivered by other Company stockholders pursuant to the case terms of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer (it being understood that this sentence shall not apply to Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms 5.2. For clarity, Stockholder shall not be required, for purposes of the Merger Agreement (each a “Withdrawal Event”)this Agreement, to exercise any unexercised Options held by Stockholder.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder (aother than Xxxx X. Xxxxx, Xxxx Xxxxxxx and Xxxxxxx X. xx Xxxxxxxx) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), Options that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Encumbrances except for Permitted Encumbrances (iias 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, each Stockholder (other than Xxxx X. Xxxxx, Xxxx Xxxxxxx and Xxxxxxx X. xx Xxxxxxxx) shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and (c) all other documents or instruments required to be required) in delivered by other Company stockholders pursuant to the case terms of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer (it being understood that this sentence shall not apply to Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw or will cause not to be withdrawn such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with On the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant subject to the terms conditions of the Offer, including (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer this Agreement and unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 4.01, the Merger Agreement has been terminated in accordance with its terms or the Offer shall have terminated or shall have expired, the Stockholder agrees to accept the Offer with respect to all the Shares beneficially owned by the Stockholder and to tender, or cause to be tendered, all such Shares, in accordance with the terms of the Offer. Such tender shall be made no later than the 5th business day after commencement of the Offer. Without limiting the generality of the foregoing, the Stockholder shall (i) deliver to the Paying Agent (A) to the extent applicable, a letter of transmittal with respect to the Stockholder’s Shares complying with the terms of the Offer, (B) to the extent applicable, a Certificate representing such Shares, and (C) all other documents or instruments, to the extent applicable, required to be delivered by other holders of Company Common Stock pursuant to the terms of the Offer, or (iiiii) there has been a Company Adverse Recommendation Change made properly 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 Stockholder shall not withdraw, or cause to be withdrawn, any Shares tendered pursuant to the Offer unless this Agreement is terminated pursuant to Section 4.01 or the Offer is terminated in accordance with the terms of the Merger Agreement. Merger Sub shall pay the Stockholder for any Shares tendered (and not withdrawn) in accordance with the 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 (each a 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. (b) Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any option to purchase shares of Company Common Stock or to tender any securities not outstanding at the relevant time. (c) The Stockholder acknowledges that the obligations to tender, or cause to be tendered, and not to withdraw, or cause to be withdrawn, the Shares as provided herein require the Stockholder to tender, or cause to be tendered, the Shares to Merger Sub in the event that the parties to the Merger Agreement adjust the terms and conditions of the Offer; provided that, (i) the Offer Price shall be no less than as set forth in the Merger Agreement on the date hereof, (ii) the form of consideration payable in the Offer and the number of Shares the Purchaser is offering to purchase shall be as set forth in the Merger Agreement and (iii) the consideration paid to the Stockholder for Shares tendered in the Offer is equal to the highest consideration paid to any other holder of Company Common Stock for shares of Company Common Stock tendered in the Offer (any adjustment to the terms and conditions of the Offer by Parent or Merger Sub that is inconsistent with clause (i), (ii) or (iii) of the foregoing proviso, an “Withdrawal EventAdverse Amendment”).

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided the Offer and (ii) deliver all other documents or instruments required to be delivered by Price does not decrease. Promptly, but in any event no later than ten Business Days after the Company Stockholder pursuant to the terms commencement of the Offer, including each Stockholder shall (i) deliver to the depositary designated in the Offer (the "Depositary") (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “"agent’s 's message” " (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject SharesShares and (C) all other documents or instruments required to be delivered 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. If Each Stockholder shall duly tender to Merger Sub during any Subsequent Offering Period provided by Merger Sub in accordance with the Company Stockholder subsequently acquires any terms of the Offer, all of the Subject Shares, the Company Stockholder if any, which shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event have been issued after the Initial Expiration Time. (b) The Company . Each Stockholder agrees that it shall once its Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of such Subject Shares that it has tendered into the Offer Shares, unless and until (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (ii) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 2.3 hereof.

Agreement to Tender. (a) The Company Unless this Agreement shall have been terminated in accordance with its terms, the Stockholder hereby agrees to tender or instruct the Stockholder’s broker or such other Person that as promptly as practicable after is the commencement holder of record of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause Subject Shares to be tendered tender in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer. Without limiting the generality of the foregoing, as promptly as practicable (but in no event later than ten (10) business days ) following the commencement of the Offer and (iior if a Shareholder has not received the Offer Documents by such time, within three (3) business days following receipt of such documents), the Stockholder shall (a) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Ai) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bii) a certificate Certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into are Book Entry Shares and (iii) all other documents or instruments required to be delivered by holders of Shares pursuant to the Offer 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 Stockholder agrees that, once the Subject Shares are tendered, the Stockholder will not withdraw any of such Subject Shares from the Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement or (each B) this Agreement shall have been terminated in accordance with its terms. In the event that the Company Board or any committee thereof shall have made a “Withdrawal Event”)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 1.1, shall continue to apply.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after Subject to the commencement terms of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offerthis Agreement, the Company Stockholder shall (i) agrees to validly and irrevocably tender or cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Liens (iiother than Liens 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 the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, but in no event later than the Expiration Time, the Stockholder shall (a) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Ai) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bii) a certificate Certificate (or affidavits of loss in lieu thereof) representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share Book Entry Share, and (iii) all other documents or instruments, to the extent applicable, required to be delivered by stockholders of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, pursuant to the Company Stockholder shall tender into terms of the Offer such in order to effect the valid tender of the Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. or (b) The Company Stockholder agrees instruct the Stockholder’s broker or such other Person that it shall not withdraw is the holder of record of any Subject Shares that it has tendered into beneficially owned by the Offer 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 Stockholder agrees that, once any of the Subject Shares are tendered, the Stockholder will not withdraw and will not cause or direct to be withdrawn any of the Subject Shares from the Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees (aseverally and not jointly) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than five (5) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer and (iior in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such fifth (5th) Business Day, no later than two (2) Business Days after such acquisition), each Stockholder shall deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and (c) all other documents or instruments required to be required) in delivered by other Seller stockholders pursuant to the case terms of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer (it being understood that this sentence shall not apply to Seller Stock Options or Seller Restricted Stock Units that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated respect to such Stockholder in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after to accept the commencement Offer with respect to all the Shares subject to this Agreement and to tender, or cause to be tendered, all such Shares, free and clear of any Liens, pursuant to the Offer, and in any event . Such tender shall be made no later than the 5th Business Day following the business day after commencement of the Offer. Without limiting the generality of the foregoing, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer and (ii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Paying Agent (A) a letter of transmittal with respect to the Company Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) to the extent applicable, a certificate Certificate representing such Shares, and (C) all other documents or instruments required to be delivered by other holders of Company Common Stock pursuant to the Company terms of the Offer, or (ii) instruct and otherwise use reasonable efforts to cause the Stockholder’s Subject Shares or an “agent’s message” (or broker and, if applicable, such other evidence, if any, person that is the holder of transfer as may be required) in the case of a book-entry share record of any uncertificated Subject Shares. If Shares beneficially owned by the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Timesubject to this Agreement. (b) to tender such Shares pursuant to and in accordance with this Section 1.01(a) and the terms of the Offer. The Company Stockholder agrees that it shall not withdraw withdraw, or cause to be withdrawn, any Subject Shares that it has tendered into pursuant to the Offer unless (i) this Agreement is terminated pursuant to Section 4.01 or the Offer shall have been is terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement. Merger Sub shall pay the Stockholder for any Shares tendered (and not withdrawn) in accordance with the 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 of Common Stock of the Company, the nature of its commitments under this Agreement and any other information required by applicable Law or that Parent may reasonably request, in each case subject to the Stockholder’s prior approval (each a 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. (c) Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder to exercise any option to purchase shares of Company Common Stock or to tender any securities not outstanding at the relevant time. (d) The Stockholder acknowledges that the obligations to tender, or cause to be tendered, and not to withdraw, or cause to be withdrawn, the Shares as provided herein require the Stockholder to tender, or cause to be tendered, the Shares to Merger Sub in the event that the parties to the Merger Agreement adjust the terms and conditions of the Offer; provided that, following any such adjustment to the Offer, (i) the Offer Price shall be no less than as set forth in the Merger Agreement on the date hereof and (ii) the consideration paid to the Stockholder for Shares tendered in the Offer is equal to the highest consideration paid to any other holder of Company Common Stock for shares of Company Common Stock tendered in the Offer (any adjustment to the terms and conditions of the Offer by Parent or Merger Sub that is inconsistent with clause (i) or (ii) of the foregoing proviso, an “Withdrawal EventAdverse Amendment”).

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state Company Options or Federal securities laws), Company RSUs that are not exercised or settled during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances (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 (and in respect of any Subject Shares acquired on or following the commencement of the Offer, in no event later than the later of ten (ii10) business days after the commencement and one (1) business day following such acquisition), each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing the Company Stockholder’s all such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If , and (c) all other documents or instruments, to the extent applicable, required to be delivered by other Company Stockholder subsequently acquires any Subject Shares, stockholders pursuant to the Company Stockholder shall tender into terms of the Offer in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Options or Company RSUs that are not exercised or settled during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 5.2. For clarity, no Stockholder shall be required to exercise any unexercised Company Options or (iii) there has been a settle any Company Adverse Recommendation Change made properly RSUs held by such Stockholder in accordance order to comply with any provision of this Agreement, but any Shares that result from the terms exercise of any Company Option or settlement of any Company RSU during the Merger term of this Agreement (each a “Withdrawal Event”)shall immediately upon such exercise or settlement become subject to those provisions of this Agreement that are not otherwise applicable to unexercised Company Options or unsettled Company RSUs.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, to validly and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) irrevocably tender or cause to be validly and irrevocably tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), RSUs that are not vested and Company Options and Company Warrants that are not exercised during the term of this Agreement) pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances, except for Permitted Encumbrances (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, in the case of any Shares acquired by such Stockholder subsequent to such tenth (10th) Business Day, within two (2) Business Days after the acquisition of such Shares and (ii) in any event prior to the End Date), each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any with respect to such Subject Shares, and (c) all other customary documents or instruments that Parent or Purchaser may reasonably require or request in order to effect the Company Stockholder shall valid tender into the Offer of such Stockholder’s Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Offer (it being understood that this sentence shall not apply to RSUs that are not vested and Company Options and Company Warrants that are not exercised during the term of this Agreement). Each Stockholder agrees that such Stockholder will not withdraw and will cause not to be withdrawn such Subject Shares from the Offer at any time, unless and until this Agreement (each a “Withdrawal Event”)shall have been validly terminated in accordance with Section 5.02.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, free and clear of all Encumbrances except for Permitted Encumbrances (as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than five (5) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer and (iior in the case of any After-Acquired Shares directly or indirectly acquired subsequent to such fifth (5th) Business Day, no later than two (2) Business Days after such acquisition), each Stockholder shall deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and (c) all other documents or instruments required to be required) in delivered by other Company stockholders pursuant to the case terms of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer (it being understood that this sentence shall not apply to Company Stock Options that are not exercised during the term of this Agreement). Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated respect to such Stockholder in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after the commencement of the OfferUnless this Agreement shall have been terminated in accordance with its terms, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company each Stockholder shall (i) validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer. As promptly as practicable, but in any event no later than five Business Days after the relevant procedures for tendering Shares in the Offer and pursuant to book entry transfers have been implemented, each Stockholder shall (iii) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of depositary designated in the Offer, including Offer (the “Depositary”) (A) a letter of transmittal with respect to the Company Stockholder’s its Subject Shares complying with the terms of the Offer or Offer, (B) a certificate or certificates representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may be requiredreasonably request) in the case of a book-entry share transfer of any uncertificated Subject Shares. If Shares and (C) all other documents or instruments required to be delivered by other stockholders of the Company Stockholder subsequently acquires 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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with the terms of such acquisition but in no event after the Expiration Time. (b) The Company Offer. Each Stockholder agrees that, once its Subject Shares are tendered, such Stockholder (i) shall promptly notify Parent that it shall such Subject Shares have been tendered and (ii) will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (iiB) this Agreement has shall have been terminated in accordance with its terms. The obligations of each Stockholder under this Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly 1.1 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 accordance with the Offer pursuant to this Agreement is subject to all the terms and conditions of the Offer set forth in the Merger Agreement (each a “Withdrawal Event”)and Annex I thereto.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offerirrevocably undertakes and agrees, unless and until this Agreement shall have been terminated in any event no later than the 5th Business Day following the commencement of the Offeraccordance with Section 5.2, the Company Stockholder shall (i) to validly tender or cause to be validly tendered in the Offer (and, in each case, not withdraw) all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer Offer, free and clear of any liens, encumbrances, restrictions, proxies or voting trusts (iicollectively, “Encumbrances”), except as provided hereunder or pursuant to any applicable restrictions on transfer under applicable securities Laws (“Permitted Encumbrances”). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) Business Days after, the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer, each Stockholder shall (a) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Ai) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bii) a certificate Certificate (or affidavits of loss in lieu thereof) representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a bookBook-entry share Entry Share, and (iii) all other documents or instruments required to be delivered by 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 uncertificated Subject Shares. If the Company Shares beneficially owned by such Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall to tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (i) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment pursuant to and in accordance with clause (a) of this Section 1.1. Each Stockholder undertakes and agrees that, once any of such Stockholder’s Subject Shares are tendered, such tender is irrevocable and such Stockholder will not withdraw and will cause not to be withdrawn any of such Subject Shares from the Merger AgreementOffer, (ii) unless and until this Agreement has shall have been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)5.2.

Agreement to Tender. (a) The Company Each Stockholder hereby agrees that as promptly as practicable after that, unless the commencement of the OfferOffer is earlier terminated or withdrawn by Merger Sub, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) it will validly tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by pursuant to and in accordance with the Company Stockholderterms of the Offer, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities lawsPermitted Encumbrances), pursuant to and in accordance with . Without limiting the terms generality of the Offer and foregoing, as promptly as practicable after, but in no event later than ten (ii10) Business Days after, the commencement of the Offer, each Stockholder shall (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (B) a certificate Certificate representing the Company Stockholder’s such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may be requiredreasonably request) in the case of a book-entry share of any uncertificated Subject Shares. If , and (C) all other documents or instruments required to be delivered by stockholders of the Company Stockholder subsequently acquires (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, the Company Shares beneficially owned by such Stockholder shall to tender into the Offer such Subject Shares within two Business Days pursuant to and in accordance with clause (i) of such acquisition but in no event after this Section 1.1 and the Expiration Time. (b) The Company terms of the Offer. Each Stockholder agrees that it shall that, once such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw any of such Subject Shares that it has tendered into from the Offer Offer, unless and until (iA) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (B) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with its terms.

Agreement to Tender. (a) The Company Stockholder hereby agrees that as promptly as practicable after Shareholder shall exercise all of its rights with respect to the commencement of Subject Shares to, and use its best efforts to, duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided the Per Share Amount does not decrease. Promptly, but in any event no later than ten (10) Business Days after the commencement of the Offer, Shareholder shall exercise all of its rights with respect to the Subject Shares to, and use its best efforts to, (a) deliver to the depositary designated in the Offer and (the “Depositary”) (i) a letter of transmittal with respect to its Subject Shares complying with the terms of the Offer, (ii) deliver a certificate or certificates representing the Subject Shares and (iii) all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including and/or (Ab) a letter instruct Shareholder’s broker or such other person that is the holder of transmittal with respect to record of the Company Stockholder’s Subject Shares complying beneficially owned by Shareholder to tender such Subject Shares pursuant to and in accordance with the terms of the Offer. Shareholder shall duly tender to Merger Sub during any subsequent offering period provided by Merger Sub in accordance with the terms of the Offer or (B) a certificate representing all of the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidenceShares, if any, which shall have been issued during the Offer or any subsequent extension period. Shareholder agrees that once its Subject Shares are tendered pursuant to the terms hereof, Shareholder will not withdraw any tender of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any such Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. unless and until (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (ix) the Offer shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (y) this Agreement (each a “Withdrawal Event”)shall have been terminated in accordance with Section 3.03 hereof.

Agreement to Tender. (a) The Company Subject to the terms of this Agreement, each Stockholder hereby agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) to tender or cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Encumbrances. Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten (ii10) Business Days after, the commencement (within the meaning of Rule 14d‑2 under the Exchange Act) of the Offer, each Stockholder shall deliver all other documents or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Offer (Aa) a letter of transmittal with respect to the Company all of such Stockholder’s Subject Shares complying with the terms of the Offer or Offer, (Bb) a certificate representing all such Subject Shares that are certificated or, in the Company 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” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and (c) all other documents or instruments required to be required) in delivered by other Company Stockholders pursuant to the case terms of a book-entry share the Offer. Each Stockholder agrees that, once any of any uncertificated such Stockholder’s Subject Shares. If the Company Stockholder subsequently acquires any Subject SharesShares are tendered, the Company such Stockholder shall tender into the Offer not withdraw and shall cause not to be withdrawn such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless (i) the Offer and until this Agreement shall have been terminated by Parent or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreement, (ii) this Agreement has been validly terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)10.

Agreement to Tender. (a) The Company Unless this Agreement shall have been terminated, each Stockholder hereby agrees that as promptly as practicable after the commencement of shall duly tender, in the Offer, and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) cause to be tendered in the Offer all of the such Stockholder’s Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any applicable restrictions on transfer under state or Federal securities laws), pursuant to and in accordance with the terms of the Offer, provided that the Offer and price does not decrease. Unless this Agreement shall have been terminated, promptly, but in any event no later than ten (ii10) Business Days after the commencement of the Offer (or if Stockholder has not received the Offer Documents by such time, within two (2) Business Days following receipt of such documents), each Stockholder shall (i) deliver all other documents or instruments required to be delivered by the Company Stockholder pursuant to the terms of the Offer, including Depository Agent: (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with the terms of the Offer or and (B) a certificate Certificates representing the Company Stockholder’s such Subject Shares or or, in the case of Book-Entry Shares, an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may be requiredreasonably request), and/or (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the case terms of a book-entry share the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw any tender of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any such Subject Shares, the Company Stockholder shall tender into the Offer such Subject Shares within two Business Days of such acquisition but in no event after the Expiration Time. unless and until (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer unless (ix) the Offer shall have been terminated by Parent terminated, withdrawn or shall have expired without the shares tendered therein being accepted for payment expired, in accordance with the Merger Agreementeach case, (ii) this Agreement has been terminated in accordance with Section 6.1 or (iii) there has been a Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been terminated in accordance with Section 4.03 hereof (each a the period commencing on (and including) the date of this Agreement and ending on the earlier of (x) and (y), the “Withdrawal EventSupport 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) The Company Subject to the terms of this Agreement, until the Termination Date, Stockholder hereby agrees that as promptly as practicable after to accept the commencement Offer with respect to all of the Offer, Subject Shares and in any event no later than the 5th Business Day following the commencement of the Offer, the Company Stockholder shall (i) tender or cause to be tendered in the Offer all of the Subject Shares then owned by the Company Stockholder, free and clear of all Encumbrances (other than any that Stockholder is permitted to tender under applicable restrictions on transfer under state or Federal securities laws), Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances except for Permitted Share Encumbrances (each 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 receipt by Stockholder of the Offer Documents (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by Stockholder subsequent to such tenth (10th) business day, no later than the earlier of (a) five (5) Business Days after such acquisition, and (iib) deliver all other documents one (1) Business Day prior to the Expiration Date), Stockholder shall tender, or instruments required cause to be delivered by the Company Stockholder pursuant to the terms of the Offertendered, including (A) a letter of transmittal with respect to the Company such Stockholder’s Subject Shares complying with into the terms Offer. Stockholder agrees that, once any of the Offer or (B) a certificate representing the Company Stockholder’s Subject Shares or an “agent’s message” (or such other evidenceare tendered, if any, of transfer as may be required) in the case of a book-entry share of any uncertificated Subject Shares. If the Company Stockholder subsequently acquires any Subject Shares, the Company Stockholder shall tender into the Offer will not withdraw such Subject Shares within two Business Days of such acquisition but in no event after from the Expiration Time. (b) The Company Stockholder agrees that it shall not withdraw any Subject Shares that it has tendered into the Offer Offer, unless and until (i) the Merger Agreement shall have been validly terminated in accordance with its terms, (ii) the Offer shall have been terminated by Parent terminated, withdrawn or shall have expired without the shares tendered therein being accepted for payment in accordance with the Merger Agreementexpired, or (iiiii) this Agreement has shall have been terminated in accordance with Section 6.1 4.02 hereof. Upon the occurrence of (i), (ii) or (iii) there has been a in the preceding sentence, Parent and Merger Sub shall promptly return and shall cause the Paying Agent to promptly return, all Subject Shares tendered by Stockholder. Nothing herein shall require Stockholder to exercise any Company Adverse Recommendation Change made properly in accordance with the terms of the Merger Agreement (each a “Withdrawal Event”)Options, prohibit Stockholder from exercising any Company Stock Options or require Stockholder to tender any Company Stock Options.