Common use of Agreement to Tender Clause in Contracts

Agreement to Tender. The Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all the Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement of the Offer, but in (A) a letter of transmittal with respect to his Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this Agreement. The Shareholder agrees that once his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Agreement to Tender. The Shareholder hereby agrees Subject to the terms and conditions of this Agreement, unless the Expiration Date has occurred, Stockholder shall validly tender tender, or cause to be tendered in instruct such Stockholder’s broker or such other Person that is the Offer all holder of record of the Shares to tender, (and shall not withdraw) the Shares (including any Shares acquired by Stockholder after commencement of the Offer) pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement Offer. Unless the Expiration Date has occurred, Stockholder shall, pursuant to and in accordance with the terms and conditions of the Offer, but in (Aa) deliver to the depositary designated in the Offer: (i) a letter of transmittal with respect to his the Shares complying with the terms of the Offer, (Bii) a certificate or certificates representing such Shares or an “agent’s message” (or such other evidencethe Shares, if anyapplicable, of transfer as the Depositary may reasonably request) or, in the case of a book-entry transfer of any uncertificated Shares Shares, an “agent’s message” or such other evidence of transfer as the depositary may reasonably request, and (Ciii) all other documents or instruments, to the extent applicable, instruments required to be delivered by other shareholders of the Company Stockholder pursuant to the terms of the Offer, and/or (iib) instruct his its broker or such other Person that person who is the holder of record of any Shares to tender such Shares in the Offer pursuant to the terms and conditions of the Offer. Unless the Expiration Date has occurred, Stockholder shall not tender the Shares into any exchange or tender offer commenced by a Person other than Parent. Notwithstanding the foregoing, if the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Expiration Date occurs, in each case after Stockholder has tendered any Shares in the Offer in accordance with this Section 5, Stockholder may withdraw any such Shares pursuant to and in accordance with the terms and conditions of the Offer and this Agreement. The Shareholder agrees that once his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall promptly return, and shall cause the Depositary any depositary acting on behalf of Parent to immediately return to the Shareholder return, all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder tendered by Stockholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentStockholder.

Agreement to Tender. The Shareholder hereby agrees to validly (a) Unless this Agreement is terminated in accordance with its terms, the Stockholder shall duly tender (or cause to be tendered tendered), in the Offer Offer, immediately prior to the Expiration Time and subject to satisfaction of each of the requirements in Section 1.02(a)(ii), all of the Subject Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable free and clear of all Liens. Promptly, but in any event no later than the tenth (10th) Business Day after the commencement of the OfferOffer (such tenth (10th) Business Day, but inthe “Tender Date”), the Stockholder shall: (i) with respect to any Subject Shares of Company Common Stock (other than with respect to the Conversion Shares, the tender of which shall be effected as provided by Section 1.02(a)(ii)), if any, (i) deliver (or cause to be delivered) to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to his the Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares (or an affidavit of lost certificate with respect thereto that is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) 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) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, instruments required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his the Stockholder’s broker or such other Person that is the holder of record of any such Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer Offer; (ii) with respect to any and this Agreement. The Shareholder agrees that once his all Subject Shares are tenderedof Company Preferred Stock and all Conversion Shares, the Shareholder will not withdraw deliver (or cause to be withdrawn delivered) to the Depository (A) a letter of transmittal with respect to the Conversion Shares complying with the terms of the Offer and this Section 1.02(a)(ii), which shall be deemed effective immediately following the issuance of the Conversion Shares as provided in clause (C) hereof and prior to the Expiration Time, (B) a certificate or certificates representing the Subject Shares of Company Series A Preferred Stock from which the Conversion Shares are to be issued upon conversion thereof (or an affidavit of lost certificate with respect thereto that is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) or, in the case of a book-entry transfer of any uncertificated Subject Shares from of Company Series A Preferred Stock, an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request), (C) a Conversion Notice (as defined in the Certificate of Designation) of such Subject Shares of Company Series A Preferred Stock into the Conversion Shares (together with any appropriate endorsements and transfer documents), which conversion shall be deemed effective immediately and automatically upon the satisfaction of each of the Conversion Conditions and immediately thereafter such Conversion Shares shall be tendered as contemplated by the letter of transmittal prior to the Expiration Time as contemplated by clause (A) above, and shall be irrevocable except as contemplated by Section 1.02(c); provided, that, notwithstanding anything herein to the contrary, the conversion of the Stockholder’s Company Series A Preferred Stock and tender of Conversion Shares by the Stockholder shall each be conditioned upon and subject to, and shall only be deemed effective upon, the satisfaction (or waiver by the Stockholder) of each of the following conditions: (i) all of the Offer Conditions (other than the Minimum Condition) have been satisfied, (ii) upon conversion by the Stockholder of its Company Series A Preferred Stock and the tender of such Conversion Shares, the Minimum Condition will have been satisfied, (iii) Merger Sub has the financial means available to, and will, promptly following such conversion and tender by the Stockholder and the Expiration Time, accept for payment all such Conversion Shares validly tendered in the Offer and not theretofore withdrawn, and (iv) receipt by the Stockholder (with a copy delivered to the Company) of a duly executed certificate of a duly authorized officer of Parent stating clauses (i) through (iii) above are true (the conditions set forth in the foregoing clauses (i) through (iv), the “Conversion Conditions”), and (D) all other documents or instruments required to be delivered pursuant to the terms of the Offer, subject to the terms and conditions hereof. Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and the Company fail to consummate the Closing, any conversion of the Stockholder’s Company Series A Preferred Stock and/or tender of Conversion Shares that is effected without satisfaction (or waiver by the Stockholder) of each of the Conversion Conditions in accordance with this Section 1.02(a)(ii) during the term of this Agreement without the prior written consent of the Stockholder shall be null and void ab initio and have no effect. (b) If the Stockholder acquires Subject Shares after the Tender Date, the Stockholder shall comply with clauses (i) and/or (ii), as applicable, of Section 1.02(a) with respect to such Subject Shares as promptly as practicable after such Subject Shares are acquired but in any event prior to the Expiration Time. (c) The Stockholder agrees that once the Subject Shares (including any Conversion Shares) are tendered in accordance with and subject to the terms and conditions hereof, the Stockholder will not withdraw (or cause to be withdrawn) any tender thereof, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, (y) this Agreement shall have been terminated in accordance with Section 13(d). Upon 4.04 hereof, or (z) the end Minimum Condition will not be met upon the conversion of the Agreement PeriodStockholder’s Company Series A Preferred Stock and tender of the Conversion Shares immediately prior to the Expiration Time (d) Subject to the terms and conditions hereof, the Company covenants to cause its transfer agent to record such conversion and transfer to Merger Sub in the Company’s stock book on the terms set forth therein and to take all other reasonable action as is required to effect the conversion and tender subject to and in accordance with the terms of this Agreement. (e) Each of Parent and the Company shall use their respective reasonable best efforts to cause the Closing of the Merger to occur on the same day as the payment of the Offer Acceptance Consideration and in any event each of Parent and the Company shall cause the Depositary Closing of the Merger to immediately return occur within one (1) Business Day following the payment of the Offer Acceptance Consideration, in each case upon the terms and subject to the Shareholder all certificates representing conditions set forth in the Shareholder’s Shares which had been previously delivered Merger Agreement. (f) Solely in the event that the Merger Agreement is terminated in accordance with its terms, the Company hereby agrees to indemnify and hold harmless, to the Depositary pursuant to this Section 2 orfullest extent permitted by applicable Law, the Stockholder and its the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Stockholder and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (collectively, the “Stockholder Related Parties”) from and against any costs, fees and expenses (including attorneys’ fees and investigation expenses), judgments, fines, losses (including economic losses), claims, damages, liabilities and amounts paid, including in settlement or compromise, in connection with regard to uncertificated Shares(i) any Legal Proceeding, whether civil, criminal, administrative or investigative, to take the extent that such other appropriate action to immediately evidence and effect the return Legal Proceeding arises, directly or indirectly, out of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoingpertains, the Shareholder shall have no obligation to tender its Shares pursuant directly or indirectly, to the Offer if transactions contemplated hereby and/or the Transactions, (ii) any actions taken by the Company, Parent or Merger Sub shall have amended or modified with respect to the Offer or if Company shall have consented to a change described in Section 1.1(a)(itransactions contemplated hereby and/or the Transactions, and (iii) any conversion of the Merger Agreement Stockholder’s Company Series A Preferred Stock and/or tender of Conversion Shares that is not in a manner adverse to accordance with the Shareholder (other than any extension terms of the Offer to the extent permitted in the Merger this Agreement) without obtaining the Shareholder’s prior written consent, including Section 1.02(a)(ii).

Agreement to Tender. The Shareholder hereby agrees to Unless this Agreement shall have been terminated in accordance with its terms, each Stockholder shall validly tender or cause to be tendered in the Offer all the of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer Offer. Without limiting the generality of the foregoing, as promptly as practicable after receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer (but in any event no later than ten (10) Business Days after the commencement of the Offer), but in each Stockholder shall (i) deliver to the Paying Agent (A) a letter of transmittal with respect to his such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a certificate Certificate or certificates Certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary Paying Agent may reasonably request) in the case of a bookBook-entry transfer Entry Share of any uncertificated Shares Subject Shares, and (C) all other documents or instruments, to the extent applicable, instruments required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or or (ii) instruct his and otherwise cause such Stockholder’s broker or and cause such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (i) of this Section 1.1 and the terms of the Offer and this AgreementOffer. The Shareholder Each Stockholder agrees that that, once his such Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until (A) the Offer shall have been terminated by the Purchaser in accordance with the terms of the Merger Agreement or (B) this Agreement shall have been terminated in accordance with Section 13(d). Upon the end its terms; provided, however, that (x) a Stockholder shall not be required, for purposes of the Agreement Periodthis Agreement, Parent to exercise any unexercised Company Option held by such Stockholder and (y) a Stockholder shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to not have any obligation under this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation 1.1 to tender its any Subject Shares pursuant to into the Offer if Parent or Merger Sub shall have amended or modified the Offer to extent such shares constitute Company RSUs or if Company shall have consented that tender could cause such Stockholder to a change described in incur liability under Section 1.1(a)(i16(b) of the Merger Agreement in a manner adverse Exchange Act. Notwithstanding anything to the Shareholder (contrary contained herein, the obligations of each Stockholder under this Agreement are several and not joint with any other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentStockholder.

Agreement to Tender. The Each Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all of such Shareholder’s Shares (excluding for purposes of this Section 2 any Shares that are the Shares subject of unexercised Options or SARs) pursuant to and in accordance with the terms of the Offer as promptly as practicable (but no later than the close of business on the 17th business day) after commencement of the Offer, but in. In furtherance of the (A) a letter of transmittal with respect to his its Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “agent’s 's message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his its broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this AgreementOffer. The Each Shareholder agrees that once his its Shares are tendered, the such Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the each Shareholder all certificates representing the such Shareholder’s 's Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consent.

Agreement to Tender. The Shareholder Each Stockholder hereby agrees to validly tender or cause to be tendered in the Offer any and all Shares currently beneficially owned by such Stockholder (excluding for purposes of this Section 1 any Shares that are the subject of unexercised Company Stock Options or Company Warrants) and any additional Shares with respect to which such Stockholder becomes the beneficial owner (including, without limitation, whether by purchase, by the exercise of Company Stock Options or Company Warrants or otherwise) after the date of this Agreement (collectively, but excluding any shares that are disposed of in compliance with Section 8(b), the “Subject Shares”) pursuant to and in accordance with the terms of the Offer as promptly as practicable no later than seven (7) Business Days after commencement the receipt by such Stockholder of all documents or instruments required to be delivered pursuant to the terms of the Offer, including but innot limited to the letter of transmittal in the case of certificated Subject Shares. (A) a letter of transmittal with respect to his its Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Subject Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders stockholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his its broker or such other Person that is the holder of record of any Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer and this AgreementOffer. The Shareholder Each Stockholder agrees that once his its Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or cause to be withdrawn any of such Subject Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon If the end of the Offer is terminated by Parent or Merger Subsidiary, or this Agreement Periodis terminated in accordance with its terms, Parent and Merger Subsidiary shall cause the Depositary depository acting on behalf of Parent and Merger Subsidiary to immediately return all tendered Shares to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentStockholders promptly.

Agreement to Tender. The Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all the Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement of the Offer, but inin any event no later than five business days after receipt by the Shareholder of all documents or instruments required to be delivered pursuant to the terms of the Offer. In furtherance of the foregoing, the Shareholder shall (i) deliver to the depositary designated (A) a letter of transmittal with respect to his Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “"agent’s message” " (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this Agreement. The Shareholder agrees that once his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s 's prior written consent.

Agreement to Tender. The Shareholder hereby agrees to validly Unless this Agreement is terminated in accordance with its terms, each Stockholder shall duly tender (or cause to be tendered tendered), in the Offer Offer, all the of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable free and clear of all Liens. Promptly, but in any event no later than ten (10) Business Days after the commencement of the OfferOffer (the “Tender Date”), but ineach Stockholder shall (i) deliver (or cause to be delivered) to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to his such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Subject Shares (or an affidavit of lost certificate with respect thereto that is reasonably satisfactory to the Depositary to the extent any of such certificates have been lost, misplaced or destroyed) 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) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, instruments required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his such Stockholder’s broker or such other Person that is the holder of record of any Stockholder’s Subject Shares to tender such Subject Shares pursuant to and in accordance with the terms of the Offer and this AgreementOffer. The Shareholder agrees that once his If a Stockholder acquires Subject Shares are tenderedafter the Tender Date, the Shareholder will not withdraw such Stockholder shall tender (or cause to be withdrawn tendered) such Subject Shares into the Offer as promptly as practicable after such Subject Shares are acquired but in any event prior to the expiration of the Offer. Each Stockholder agrees that once such Stockholder’s Subject Shares are tendered pursuant to the terms hereof, such Stockholder will not withdraw (or cause to be withdrawn) any tender of such Shares from the OfferSubject Shares, unless and until (x) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the Merger Agreement, or (y) this Agreement shall have been terminated in accordance with Section 13(d)4.04. Upon the end Notwithstanding anything contained herein, a Stockholder shall not be required, for purposes of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated SharesAgreement, to take exercise any unexercised Company Options held by such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentStockholder.

Agreement to Tender. The Shareholder hereby agrees to validly tender or cause to be tendered in the Offer all the Shares pursuant to and in accordance with the terms of the Offer as promptly as practicable after commencement of the Offer, but in in any event no later than five business days after receipt by the Shareholder of all documents or instruments required to be delivered pursuant to the terms of the Offer. In furtherance of the foregoing, the Shareholder shall (i) deliver to the depositary designated in the Offer (the "Depositary") (A) a letter of transmittal with respect to his Shares complying with the terms of the Offer, (B) a certificate or certificates representing such Shares or an “"agent’s message” " (or such other evidence, if any, of transfer as the Depositary may reasonably request) in the case of a book-entry transfer of any uncertificated Shares and (C) all other documents or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer, and/or (ii) instruct his broker or such other Person that is the holder of record of any Shares to tender such Shares pursuant to and in accordance with the terms of the Offer and this Agreement. The Shareholder agrees that once his Shares are tendered, the Shareholder will not withdraw or cause to be withdrawn any of such Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to the Offer if Parent or Merger Sub shall have amended or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse to the Shareholder (other than any extension of the Offer to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s 's prior written consent.

Agreement to Tender. The Shareholder hereby Each Stockholder agrees to validly tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares (excluding Subject Shares that are the Shares subject of unexercised Company Options) pursuant to and in accordance with the terms of the Offer Offer, free and clear of all Liens (other than the Transfer Restrictions (as defined herein)). Without limiting the generality of the foregoing, as promptly as practicable practicable, but in no event later than ten (10) Business Days, after the commencement of the Offer, but in such Stockholder shall (Aa) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to his such Stockholder’s Subject Shares complying with the terms of the Offer, (Bii) a certificate one or certificates more Certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depositary Parent’s tender offer agent may reasonably request) in the case of a book-entry transfer share of any uncertificated Shares Subject Shares, and (Ciii) all other documents or instruments, to the extent applicable, instruments required to be delivered by other shareholders of the Company Stockholders pursuant to the terms of the Offer, and/or or (iib) instruct his cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to tender such Subject Shares pursuant to and in accordance with clause (a) of this Section 1.1 and the terms of the Offer and this AgreementOffer. The Shareholder Each Stockholder agrees that that, once his such Stockholder’s Subject Shares are tendered, the Shareholder such Stockholder will not withdraw or cause such Stockholder’s broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such Stockholder to be withdrawn withdraw, any of such Subject Shares from the Offer, unless and until this Agreement shall have been terminated in accordance with Section 13(d). Upon the end of the Agreement Period, Parent shall cause the Depositary to immediately return to the Shareholder all certificates representing the Shareholder’s Shares which had been previously delivered to the Depositary pursuant to this Section 2 or, with regard to uncertificated Shares, to take such other appropriate action to immediately evidence and effect the return of such Shares to each Shareholder in book-entry form or otherwise. Notwithstanding the foregoing, the Shareholder shall have no obligation to tender its Shares pursuant to If the Offer if Parent is terminated or Merger Sub shall have amended withdrawn by Acquisition Sub, or modified the Offer or if Company shall have consented to a change described in Section 1.1(a)(i) of the Merger Agreement in a manner adverse is terminated pursuant to its terms prior to the Shareholder (other than any extension purchase of the Offer Subject Shares at the Acceptance Time, Acquisition Sub shall as promptly as practicable return, and shall cause any depository acting on behalf of Acquisition Sub to the extent permitted in the Merger Agreement) without obtaining the Shareholder’s prior written consentreturn, all Subject Shares tendered to such Stockholder.