Common use of Certain Covenants of Stockholder Clause in Contracts

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination DateSuch Stockholder shall not, no Stockholder shall, in and shall not authorize or permit any of its capacity as suchSubsidiaries or Affiliates or its or their Representatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate, endorse, encourage or other intermediaries)facilitate any inquiry, solicit (including by way of furnishing information) proposal or respond to any inquiries offer with respect to, or the making of or completion of, any proposal by any person or entity (other than Purchaser Acquisition Proposal, or any Affiliate thereofinquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal; (iii) enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, binding term sheet or other Contract constituting or related to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal; (iv) approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal to the Company or any third Person; (v) make, or in any manner participate in, a solicitation of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal voting of Shares (as defined other than in Section 4.06 favor of the Merger AgreementShare Exchange). If any Stockholder in its capacity as such receives any such inquiry , or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description seek to cause stockholders of the material terms Company not to vote to approve the Share Exchange or any other transaction contemplated by the Arrangement Agreement; or (including any changes vi) resolve, agree or adjustments propose to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to do any of the foregoing. (b) Prior Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations (if any) with any Person conducted heretofore with respect to any of the Termination Date, no matters described in paragraph (a) above. (c) Such Stockholder shall, directly or indirectly shall promptly (and in any event within 24 hours of receipt) advise Paramount in writing in the event such Stockholder receives (i) except pursuant any indication by any Person that it is considering making an Acquisition Proposal, (ii) any inquiry or request for information, discussion or negotiation that is reasonably likely to the terms lead to or that contemplates an Acquisition Proposal or (iii) any proposal or offer that is or is reasonably likely to lead to an Acquisition Proposal, in each case together with a description of the Merger Agreement material terms and conditions of and facts surrounding any such indication, inquiry, request, proposal or this Agreementoffer, offer for salethe identity of the Person making any such indication, sellinquiry, request, proposal or offer, and a copy of any written agreement or other materials provided by such Person. Such Stockholder shall keep Paramount informed (orally and in writing) in all material respects on a timely basis of the status and details (including, within 24 hours after the occurrence of any amendment, modification, development, discussion or negotiation) of any such indication, inquiry, request, proposal or offer, including furnishing copies of any written inquiries, correspondence and draft documentation, and written summaries of any material oral inquiries or discussions. (d) Except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange offer, (ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, gift, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding Contract with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; , or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be void. (ce) The Stockholder hereby waives any rights of appraisal or rights to dissent from In the Merger event that such Stockholder may have. Each Trustee represents that no beneficiary who is a acquires record or beneficial owner ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares under any trust has any right and subject to the provisions of appraisal or right to dissent from this Agreement, and the Merger which has not been so waived. (d) Unless, in connection therewith, the number of Shares held by any trust which are presently such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement are transferred to Agreement. Each Stockholder shall promptly notify Paramount and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Dateevent.

Certain Covenants of Stockholder. Except in accordance with (a) Subject to Section 9 hereof, Stockholder, for itself and its Affiliates (other than the terms of this AgreementCompany), the Stockholder hereby covenants and agrees to be bound by Section 6.2 of the Merger Agreement as follows: (a) Prior if Stockholder were a party thereto and subject to the Termination Date, no covenants contained therein. Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company acknowledges that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 Stockholder has received and reviewed copies of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) NPA and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingeach agreement ancillary thereto. (b) Prior to the Termination Date, no and except as expressly provided herein or as contemplated by the Contribution Agreement, Stockholder shall, directly or indirectly shall not (i) except pursuant to tender into any tender or exchange offer other than the terms of the Merger Agreement or this AgreementOffer, offer for sale, (ii) sell, transfer, tenderpledge, pledgehypothecate, distribute, grant, gift, encumber, assign or otherwise dispose ofof (including by merger or operation of law and whether constructively or otherwise, enforce record or permit the execution of the provisions of any redemption agreement with the Company beneficial ownership or both) (collectively “Transfer”), or enter into any contract, option option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or consent beneficial ownership or voting power thereof or therein (including by operation of law), (iii) enter into any short sale with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Covered Shares or substantially identical property or enter into or acquire an offsetting derivative contract with respect to the Covered Shares or substantially identical property, (iv) transfer any of the economic interest thereinin the Covered Shares or enter into any transaction that has such effect, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiv) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; , or (iiivi) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 8(b) or otherwise in this Agreement, Stockholder may Transfer all or a portion its Covered Shares to an affiliate controlled by Stockholder (any such affiliate being a “Permitted Transferee”); provided, however, that a Transfer referred to in this Section 8(b) shall be permitted only if, as a precondition and prior to any such Transfer, (x) the Stockholder confirms in writing to Parent that (1) the proposed transferee is a Permitted Transferee, (2) Stockholder has sole control over such Permitted Transferee and will have sole voting and dispositive control over any Covered Shares held by such Permitted Transferee, and (3) Stockholder covenants and agrees that through the Closing it shall continue to have sole control over such Permitted Transferee; (y) the Stockholder obtains the prior written consent of Parent to such Transfer (which consent shall not be unreasonably withheld, conditioned or delayed), and (z) the Permitted Transferee (1) shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the terms and provisions of this Agreement, and shall have agreed in writing with Parent to hold such Covered Shares or interest in such Covered Shares subject to all of the terms and provisions of this Agreement, and, if any Covered Shares to be Transferred to such Permitted Transferee are Rollover Shares, shall have executed and delivered to Holdings a counterpart of the Contribution Agreement pursuant to which such Permitted Transferee shall be bound by all of the terms and provisions of the Contribution Agreement, and shall have agreed in writing with Holdings to hold such Rollover Shares or interest in such Rollover Shares subject to all of the terms and provisions of the Contribution Agreement, (2) represents and warrants in writing to Parent and Holdings, as applicable, that there is no action, suit, investigation, complaint or other proceeding pending against such Permitted Transferee or, to the knowledge of such Permitted Transferee, threatened against such Permitted Transferee that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement (and in additionally in the case of any proposed Transfer to the Permitted Transferee of Rollover Shares, that restricts or prohibits (or, if successful would restrict or prohibit) the exercise by Holdings of its rights under the Contribution Agreement) or the performance by the Permitted Transferee or Parent of its obligations under this Agreement (and in the case of any proposed Transfer to the Permitted Transferee of Rollover Shares, the performance by the Permitted Transferee or Holdings of its obligations under the Contribution Agreement), (3) represents and warrants in writing to Parent that each of the representations and warranties set forth in Sections 7(a), (c), (d), (e), (f) and (h) are true and correct with respect to such Permitted Transferee (treating all references therein to “Stockholder” to refer to the “Permitted Transferee”), and (4) in the case of a proposed Transfer to the Permitted Transferee of Rollover Shares, represents and warrants in writing to Holdings that each of the representations and warranting set forth in Section 6 of the Contribution Agreement are true and correct with respect to such Permitted Transferee (treating all references therein to “Transferor” to refer to the “Permitted Transferee”). (c) The Any Transfer in violation of Section 8(b) shall be void. Stockholder hereby waives any rights of appraisal or rights further agrees to dissent from authorize and request the Merger Company to notify the Company’s transfer agent that such Stockholder may have. Each Trustee represents that no beneficiary who there is a beneficial owner stop transfer order with respect to all of the Covered Shares under any trust has any right and that this Agreement places limits on the voting of appraisal or right the Covered Shares. If so requested by Parent, Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to dissent from this Agreement and to the Merger which has not been so waivedirrevocable proxy granted in Section 4(a). (d) UnlessPrior to the Termination Date, in connection therewiththe event that Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Covered Shares and Tender Shares held by such Stockholder set forth on Schedule I hereto will be deemed amended to include any trust which such additional Shares accordingly (provided that the number of Tender Shares shall not include any additional Shares that are presently deemed to be Rollover Shares) and such Shares or voting interests shall automatically become Covered Shares and Tender Shares (provided that the number of Tender Shares shall not include any additional Shares that are deemed to be Rollover Shares) subject to the terms of this Agreement are transferred to Agreement. Stockholder shall promptly notify Parent and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary event. (e) Prior to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date, Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, join or voluntarily aid any Action in law or in equity, in any court or before any Governmental Entity, which alleges that the execution and delivery of the Merger Agreement or the NPA by the Company, or the approval of the Merger Agreement or the NPA by the Company Board, breaches any fiduciary duty of the Company Board or any member thereof or which otherwise challenges the Merger Agreement or the NPA.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementStockholder, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Datetermination of this Agreement in accordance with Section 3, no Stockholder shall, in its capacity and except as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including contemplated hereby and by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares, beneficial ownership or consent to the offer for salevoting power thereof or therein (including by operation of law), sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including or any trust income economic or principalvoting rights with respect thereto, except in each case to a Permitted Transferee who is (iii) grant or agrees to become bound by this Agreement; (ii) except as contemplated hereby, permit the grant of any proxies or powers of attorney with respect to any Sharesattorney, deposit or permit the deposit of any Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Shares; Covered Shares or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of impeding, preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be null and void. If so requested by Xxxxxx, Xxxxxxxxxxx agrees that any certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (b) Notwithstanding anything to the contrary in this Agreement, Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law to one or more stockholders of the Company or to an affiliated entity under common control with Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, (X) as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement to the same extent as Stockholder (a “Joinder”), and (Y) such Transfer is effected no later than three (3) Business Days prior to the record date for any Stockholder Meeting (or any adjournment or postponement thereof) and does not delay, hinder or impede (1) the timely voting or consent of the Covered Shares in accordance with Section 1(a) or (2) the consummation of the Merger. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from Concurrently with the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder execution and remain subject in all respects to the terms delivery of this Agreement, Stockholder has delivered, or other Permitted Transferees who upon receipt caused to be delivered, to Parent, a validly completed and duly executed Accredited Investor Questionnaire, in the form attached hereto as Schedule B (the “Accredited Investor Questionnaire”), certifying that Stockholder is an “accredited investor”, as such term is defined in Rule 501(a) of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain Regulation D under the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination DateAct.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no such Stockholder shallwill not take any action or fail to take any action, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or cause the making of any proposal by any person or entity (other than Purchaser Company or any Affiliate thereof) with respect other Representative to take any action or fail to take any action, that would constitute, or be reasonably likely to result in, a breach of the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Company’s covenants and agreements under Section 4.06 6.2 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect incorrect, in any material respect, or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. Any Transfer in violation of this provision shall be void. Such Stockholder hereby authorizes and requests the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of such Stockholder's obligations under Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 3(a). Notwithstanding anything to the contrary in this Agreement, the Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law, to such Stockholder's spouse, ancestors, descendants or any trust controlled by the Stockholder for any of their benefit, and with respect to any Stockholder that is not a natural Person, to such Stockholder's Affiliates; provided, that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of such Covered Shares or any interest in any of such Covered Shares is or may be Transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if it had been the Stockholder originally party hereto, and shall have agreed in writing with Parent to hold such Covered Shares or interest in such Covered Shares subject to all of the terms and provisions of this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger that Termination Date, such Stockholder may haveshall promptly notify Parent of the number of any new Shares or other voting securities of the Company with respect to which beneficial ownership is acquired by such Stockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Each Trustee represents that no beneficiary who is a beneficial owner Any such Shares or other voting securities of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently Company shall automatically become subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee and Schedule A shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Datebe adjusted accordingly.

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement.or (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no such Stockholder shall(solely in his, in her or its capacity as sucha stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or Representatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate, endorse, knowingly encourage or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or knowingly facilitate the making of any proposal by any person or entity Person (other than Purchaser the other parties to the Merger Agreement) of any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Affiliate thereofContract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the Company that constitutes or could reasonably be expected voting of the Shares intending to lead to an facilitate any Acquisition Proposal (as defined in Section 4.06 or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement). If any . (b) Such Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any parties Person conducted heretofore with respect to any of the foregoingmatters described in Section 6(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (bc) Prior to the Termination Date, no and except as contemplated hereby, such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms each case other than Permitted Transfers. Any Transfer in violation of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee provision shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.be

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or -7- 103 have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no such Stockholder shallshall not, in and shall not authorize or permit any of its capacity as suchRepresentatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate or other intermediaries), solicit otherwise take action to facilitate (including by way of furnishing information) or respond to any inquiries or encourage the making of any proposal by any person or entity Person (other than Purchaser the other parties to the Merger Agreement) of any Takeover Proposal; (ii) participate in any discussions or negotiations regarding, or furnish or disclose to any Person any information with respect to or in furtherance of, or take any other action to facilitate any inquiries with respect to, any Takeover Proposal; (iii) execute or enter into any agreement, understanding or arrangement with respect to any Takeover Proposal, or approve or recommend or propose to approve or recommend any Takeover Proposal or any Affiliate thereofagreement, understanding or arrangement relating to any Takeover Proposal (or resolve or authorize or propose to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Company that constitutes Common Stock intending to facilitate any Takeover Proposal or could reasonably be expected cause stockholders of the Company not to lead vote to an Acquisition Proposal (as defined in Section 4.06 of approve the Merger or any other transaction contemplated by the Merger Agreement). If any . (b) Such Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore prior to the date of this Agreement with respect to any of the foregoingmatters described in Section 5.1(a) above. (bc) Prior to the Termination Date, no and except as contemplated hereby, such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange officer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement. (cd) The Prior to the Termination Date, such Stockholder shall promptly notify Parent of the number of any new shares of the Company Common Stock acquired by such Stockholder, if any, after the date hereof. Any such shares of the Company Common Stock shall automatically become subject to the terms of this Agreement. (e) Such Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (df) Unless, Such Stockholder hereby authorizes Parent and the Company to publish and disclose in connection therewith, any announcement or disclosure required by the SEC and in the Proxy Statement such Stockholder’s identity and ownership of the Covered Shares held by any trust which are presently subject to and the terms nature of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of such Stockholder’s obligations under this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementStockholder, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shalland except as contemplated hereby, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, not directly or indirectly (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares, beneficial ownership or consent to the offer for salevoting power thereof or therein (including by operation of law), sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including or any trust income economic or principalvoting rights with respect thereto, except in each case to a Permitted Transferee who is (iii) grant or agrees to become bound by this Agreement; (ii) except as contemplated hereby, permit the grant of any proxies or powers of attorney with respect to any Sharesattorney, deposit or permit the deposit of any any Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Shares; Covered Shares or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of impeding, preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be null and void. Xxxxxxxxxxx further agrees to authorize and request the Company to notify Xxxxxx’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by the Company, Xxxxxxxxxxx agrees that any certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a). (cb) The Stockholder hereby waives any rights of appraisal or rights Notwithstanding anything to dissent from the Merger that such contrary in this Agreement, Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner Transfer any or all of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) UnlessCovered Shares, in connection therewithaccordance with applicable Law to one or more stockholders of Parent or to an affiliated entity under common control with Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, (X) as a precondition to such Transfer, the Shares held transferee agrees in a written document, reasonably satisfactory in form and substance to the Company, to be bound by any trust which are presently subject to all of the terms of this Agreement are transferred to the same extent as Stockholder (a “Joinder”), and remain subject in all respects (Y) such Transfer is effected no later than three (3) Business Days prior to the terms of this Agreementrecord date for any Stockholder Meeting (or any adjournment or postponement thereof) and does not delay, hinder or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of impede (i1) the Effective Time and timely voting or consent of the Covered Shares in accordance with Section 1 or (ii2) the Termination Dateconsummation of the Merger.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no such Stockholder shallwill not take any action or fail to take any action, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or cause the making of any proposal by any person or entity (other than Purchaser Company or any Affiliate thereof) with respect other Representative to take any action or fail to take any action, that would constitute, or be reasonably likely to result in, a breach of the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Company’s covenants and agreements under Section 4.06 6.2 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect incorrect, in any material respect, or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. Any Transfer in violation of this provision shall be void. Such Stockholder hereby authorizes and requests the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of such Stockholder's obligations under ’s Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 3(a). Notwithstanding anything to the contrary in this Agreement, the Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law, to such Stockholder’s spouse, ancestors, descendants or any trust controlled by the Stockholder for any of their benefit, and with respect to any Stockholder that is not a natural Person, to such Stockholder’s Affiliates; provided, that prior to and as a condition to the effectiveness of such Transfer, each Person to whom any of such Covered Shares or any interest in any of such Covered Shares is or may be Transferred shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement as if it had been the Stockholder originally party hereto, and shall have agreed in writing with Parent to hold such Covered Shares or interest in such Covered Shares subject to all of the terms and provisions of this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger that Termination Date, such Stockholder may haveshall promptly notify Parent of the number of any new Shares or other voting securities of the Company with respect to which beneficial ownership is acquired by such Stockholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company, if any, after the date hereof. Each Trustee represents that no beneficiary who is a beneficial owner Any such Shares or other voting securities of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently Company shall automatically become subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee and Schedule A shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Datebe adjusted accordingly.

Certain Covenants of Stockholder. Except in accordance with (a) Subject to Section 9 hereof, Stockholder, for itself and its Affiliates (other than the terms of this AgreementCompany), the Stockholder hereby covenants and agrees to be bound by Section 6.2 of the Merger Agreement as follows: (a) Prior if Stockholder were a party thereto and subject to the Termination Date, no covenants contained therein. Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company acknowledges that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 Stockholder has received and reviewed copies of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) NPA and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingeach agreement ancillary thereto. (b) Prior to the Termination Date, no and except as expressly provided herein or as contemplated by the Contribution Agreement, Stockholder shall, directly or indirectly shall not (i) except pursuant to tender into any tender or exchange offer other than the terms of the Merger Agreement or this AgreementOffer, offer for sale, (ii) sell, transfer, tenderpledge, pledgehypothecate, distribute, grant, gift, encumber, assign or otherwise dispose ofof (including by merger or operation of law and whether constructively or otherwise, enforce record or permit the execution of the provisions of any redemption agreement with the Company beneficial ownership or both) (collectively "Transfer"), or enter into any contract, option option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or consent beneficial ownership or voting power thereof or therein (including by operation of law), (iii) enter into any short sale with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Covered Shares or substantially identical property or enter into or acquire an offsetting derivative contract with respect to the Covered Shares or substantially identical property, (iv) transfer any of the economic interest thereinin the Covered Shares or enter into any transaction that has such effect, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiv) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; , or (iiivi) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 8(b) or otherwise in this Agreement, Stockholder may Transfer all or a portion its Covered Shares to an affiliate controlled by Stockholder (any such affiliate being a "Permitted Transferee"); provided, however, that a Transfer referred to in this Section 8(b) shall be permitted only if, as a precondition and prior to any such Transfer, (x) the Stockholder confirms in writing to Parent that (1) the proposed transferee is a Permitted Transferee, (2) Stockholder has sole control over such Permitted Transferee and will have sole voting and dispositive control over any Covered Shares held by such Permitted Transferee, and (3) Stockholder covenants and agrees that through the Closing it shall continue to have sole control over such Permitted Transferee; (y) the Stockholder obtains the prior written consent of Parent to such Transfer (which consent shall not be unreasonably withheld, conditioned or delayed), and (z) the Permitted Transferee (1) shall have executed and delivered to Parent a counterpart of this Agreement pursuant to which such Permitted Transferee shall be bound by all of the terms and provisions of this Agreement, and shall have agreed in writing with Parent to hold such Covered Shares or interest in such Covered Shares subject to all of the terms and provisions of this Agreement, and, if any Covered Shares to be Transferred to such Permitted Transferee are Rollover Shares, shall have executed and delivered to Holdings a counterpart of the Contribution Agreement pursuant to which such Permitted Transferee shall be bound by all of the terms and provisions of the Contribution Agreement, and shall have agreed in writing with Holdings to hold such Rollover Shares or interest in such Rollover Shares subject to all of the terms and provisions of the Contribution Agreement, (2) represents and warrants in writing to Parent and Holdings, as applicable, that there is no action, suit, investigation, complaint or other proceeding pending against such Permitted Transferee or, to the knowledge of such Permitted Transferee, threatened against such Permitted Transferee that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement (and in additionally in the case of any proposed Transfer to the Permitted Transferee of Rollover Shares, that restricts or prohibits (or, if successful would restrict or prohibit) the exercise by Holdings of its rights under the Contribution Agreement) or the performance by the Permitted Transferee or Parent of its obligations under this Agreement (and in the case of any proposed Transfer to the Permitted Transferee of Rollover Shares, the performance by the Permitted Transferee or Holdings of its obligations under the Contribution Agreement), (3) represents and warrants in writing to Parent that each of the representations and warranties set forth in Sections 7(a), (c), (d), (e), (f) and (h) are true and correct with respect to such Permitted Transferee (treating all references therein to "Stockholder" to refer to the "Permitted Transferee"), and (4) in the case of a proposed Transfer to the Permitted Transferee of Rollover Shares, represents and warrants in writing to Holdings that each of the representations and warranting set forth in Section 6 of the Contribution Agreement are true and correct with respect to such Permitted Transferee (treating all references therein to "Transferor" to refer to the "Permitted Transferee"). (c) The Any Transfer in violation of Section 8(b) shall be void. Stockholder hereby waives any rights of appraisal or rights further agrees to dissent from authorize and request the Merger Company to notify the Company's transfer agent that such Stockholder may have. Each Trustee represents that no beneficiary who there is a beneficial owner stop transfer order with respect to all of the Covered Shares under any trust has any right and that this Agreement places limits on the voting of appraisal or right the Covered Shares. If so requested by Parent, Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to dissent from this Agreement and to the Merger which has not been so waivedirrevocable proxy granted in Section 4(a). (d) UnlessPrior to the Termination Date, in connection therewiththe event that Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Covered Shares and Tender Shares held by such Stockholder set forth on Schedule I hereto will be deemed amended to include any trust which such additional Shares accordingly (provided that the number of Tender Shares shall not include any additional Shares that are presently deemed to be Rollover Shares) and such Shares or voting interests shall automatically become Covered Shares and Tender Shares (provided that the number of Tender Shares shall not include any additional Shares that are deemed to be Rollover Shares) subject to the terms of this Agreement are transferred to Agreement. Stockholder shall promptly notify Parent and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary event. (e) Prior to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date, Stockholder agrees that it will not bring, commence, institute, maintain, prosecute, join or voluntarily aid any Action in law or in equity, in any court or before any Governmental Entity, which alleges that the execution and delivery of the Merger Agreement or the NPA by the Company, or the approval of the Merger Agreement or the NPA by the Company Board, breaches any fiduciary duty of the Company Board or any member thereof or which otherwise challenges the Merger Agreement or the NPA.

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows, in each case except as otherwise approved in writing by Ryland: (a) Prior to the Termination Date, no the Stockholder shallshall not, in and shall not authorize or permit any of its capacity as suchSubsidiaries or Representatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate, endorse, encourage or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or facilitate the making of any proposal by any person or entity Person (other than Purchaser the other parties to the Merger Agreement) of any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Affiliate thereofContract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the Company that constitutes voting of any shares of Standard Pacific Common Stock or could reasonably be expected Standard Pacific Preferred Stock intending to lead to an facilitate any Acquisition Proposal (as defined in Section 4.06 or cause stockholders of Standard Pacific not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement). If any . (b) The Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any parties Person conducted heretofore with respect to any of the foregoingmatters described in Section 6(a) above. (bc) Prior to the Termination Date, no and except as contemplated hereby, the Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively, enforce or permit the execution of the provisions of any redemption agreement with the Company “Transfer”), or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing such Stockholder's its obligations under this Agreement. (c) . Any Transfer in violation of this provision shall be void. The Stockholder hereby waives any rights of appraisal or rights further agrees to dissent from the Merger authorize and request Standard Pacific to notify Standard Pacific’s transfer agent that such Stockholder may have. Each Trustee represents that no beneficiary who there is a beneficial owner stop transfer order with respect to all of the Covered Shares under any trust has any right and that this Agreement places limits on the voting of appraisal or right the Covered Shares. If so requested by Ryland, the Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to dissent from this Agreement and to the Merger which has not been so waivedirrevocable proxy granted in Section 2(a). (d) UnlessPrior to the Termination Date, in connection therewiththe event that the Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional shares of Standard Pacific Common Stock or Standard Pacific Preferred Stock or other voting interests with respect to Standard Pacific, such shares or voting interests shall, without further action of the parties, be deemed Covered Shares held by any trust which are presently and subject to the provisions of this Agreement, and such shares or voting interests shall automatically become subject to the terms of this Agreement are transferred to the Agreement. The Stockholder and remain subject in all respects to the terms shall promptly notify Ryland of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Dateevent.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior Subject to the Termination DateSection 19, no such Stockholder shallshall not, in and shall not authorize or permit any of its capacity as suchSubsidiaries or Representatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate or other intermediaries), solicit intentionally encourage (including by way of furnishing nonpublic information) ), or respond take any other action to knowingly facilitate, any inquiries or the making of any proposal by or offer (including any person proposal or entity (other than Purchaser or any Affiliate thereof) offer to the Company’s stockholders), with respect to the Company any proposal that constitutes constitutes, or could would reasonably be expected to lead to, a Company Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to an any Person any information or data with respect to, or otherwise cooperate in any way with, any Company Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Company Acquisition Proposal, or approve or recommend or propose to approve or recommend any Company Acquisition Proposal or any Contract constituting or relating to any Company Acquisition Proposal; or (iv) make, or in any manner participate in a “solicitation” (as defined such term is used in the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares intending to facilitate any Company Acquisition Proposal or cause shareholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. Notwithstanding anything to the contrary in this Section 4.06 5(a), such Stockholder may take any action that the Company would be permitted to take in accordance with the terms of Section 6.3 of the Merger Agreement). If any Stockholder in its capacity as such receives Agreement (and any such inquiry or proposalaction shall not be restricted by this Section 5(a)), then including, without limitation, providing information to, engaging in discussions and negotiations with and negotiating any Contract if (in connection with taking such action) such Stockholder shall within 24 hours furnish Purchaser or the Company complies with an accurate description Section 6.3 of the material terms Merger Agreement (including any changes or adjustments to the extent related to such terms action) as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and it were “the identity Company” thereunder but all references to the “Company Board” in Section 6.3 of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause Merger Agreement remain references to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing“Company Board”. (b) Prior Except as contemplated hereby, prior to obtaining the Termination DateCompany Stockholder Approval, no such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tendergift-over, hedge, pledge, hypothecate, grant, encumber, assign or otherwise dispose ofof (collectively, enforce “Transfer”), create or permit the execution of the provisions of suffer to exist any redemption agreement with the Company Liens on or enter into any contractContract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest therein, beneficial ownership or voting power thereof or therein (including any trust income by operation of law) or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; or (iii. Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and hereby does request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. The Company agrees that, following the termination of this Agreement in accordance with the terms of Section 3, the Company shall cause any stop transfer order imposed pursuant to this Section 5(b) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's obligations under this Agreementto be lifted. (c) The In the event that a Stockholder hereby waives acquires record or beneficial ownership of, or the power to vote or direct the voting of, any rights additional Shares or other voting securities with respect to the Company, such Shares or voting securities shall, without further action of appraisal or rights the parties, be deemed Covered Shares and subject to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner provisions of Shares under any trust has any right this Agreement, and the number of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting securities shall automatically become subject to the terms of this Agreement are transferred to Agreement. Each Stockholder shall promptly notify Parent and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Dateevent.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no such Stockholder shall(solely in his, in her or its capacity as sucha stockholder and in no other capacity) shall not, and shall not authorize or permit any of its Subsidiaries or Representatives, directly or indirectly indirectly, to: (including through advisorsi) solicit, agents initiate, endorse, knowingly encourage or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or knowingly facilitate the making of any proposal by any person or entity Person (other than Purchaser the other parties to the Merger Agreement) of any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, any Acquisition Proposal; (iii) execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Affiliate thereofContract constituting or relating to any Acquisition Proposal (or authorize or resolve to agree to do any of the foregoing actions); or (iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the Company that constitutes or could reasonably be expected voting of the Shares intending to lead to an facilitate any Acquisition Proposal (as defined in Section 4.06 or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement). If any . (b) Such Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any all existing activities, discussions or negotiations with any parties Person conducted heretofore with respect to any of the foregoingmatters described in Section 6(a) above, to the extent such discussions or negotiations occurred in the capacity of the Stockholder as a stockholder and in no other capacity. (bc) Prior to the Termination Date, no and except as contemplated hereby, such Stockholder shall, directly or indirectly shall not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. (c) The , in each case other than Permitted Transfers. Any Transfer in violation of this provision shall be void. Such Stockholder hereby waives any rights further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of appraisal or rights to dissent from the Merger Covered Shares and that this Agreement places limits on the voting of the Covered Shares, other than Permitted Transfers. If so requested by Parent, such Stockholder may have. Each Trustee represents agrees that no beneficiary who is the certificates representing Covered Shares shall bear a beneficial owner of Shares under any trust has any right of appraisal or right legend stating that they are subject to dissent from this Agreement and to the Merger which has not been so waivedirrevocable proxy granted in Section 2(a). (d) UnlessPrior to the Termination Date, in connection therewiththe event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by any trust which are presently such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement are transferred to Agreement. Each Stockholder shall promptly notify Parent and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Dateevent.

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the each Stockholder jointly hereby covenants and agrees as follows: (a) Prior Subject to Section 6 and Section 5(b) hereof, prior to the Termination DateTime of Termination, no such Stockholder shallshall not, in and shall not authorize or permit any of its capacity as suchSubsidiaries or Representatives, directly or indirectly indirectly, to (including through advisorsi) solicit, agents initiate, endorse, encourage or facilitate the making by any Person (other intermediaries), solicit (including by way than the other parties to the Merger Agreement) of furnishing information) or respond to any inquiries regarding, or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company offer that constitutes constitutes, or could reasonably be expected to lead result in, any Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to an Acquisition any Person any information or data with respect to, or otherwise cooperate in any way with, any Takeover Proposal, (iii) execute or enter into any Contract or letter of intent constituting or relating to any Takeover Proposal, or approve or recommend or propose to approve or recommend any Takeover Proposal or any Contract constituting or relating to any Takeover Proposal (or authorize or resolve to agree to do any of the foregoing actions), or (iv) make, or in any manner participate in a “solicitation” (as defined such term is used in Section 4.06 the rules of the Securities and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Shares intending to facilitate any Takeover Proposal or cause stockholders of the Company not to vote to approve the Merger, the adoption of the Merger Agreement or any other transaction contemplated by the Merger Agreement). If such Stockholder receives (including by notification from any Stockholder in of its capacity as such receives Representatives) any such inquiry or proposalproposal with respect to any Takeover Proposal, then such Stockholder shall promptly (and in any event within 24 twenty-four (24) hours furnish Purchaser with an accurate description after receipt by (or notification to) such Stockholder) inform Parent of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of any such inquiry or proposal and the identity of the person Person making it. The Such Stockholder’s notice shall include (i) a copy of any written Takeover Proposal and any other documents provided to such Stockholder or any of his or its Representatives with respect to such Takeover Proposal or (ii) in respect of any Takeover Proposal not made in writing, in its capacity as such, will a written summary of the material terms of such Takeover Proposal including the identity of the Person or group of Persons making the Takeover Proposal. Such Stockholder shall keep Parent reasonably informed on a prompt basis of the status and developments regarding any such inquiry or proposal. Such Stockholder hereby agrees immediately to cease and cause to be terminated any existing activities, all discussions or negotiations with any parties Person conducted heretofore other than Parent with respect to any of the foregoingTakeover Proposal. (b) Prior Notwithstanding the foregoing or any other provision of this Agreement to the Termination Datecontrary, no Stockholder shall, directly or indirectly (i) except nothing shall prevent a Stockholder from complying with its disclosure obligations under applicable U.S. securities laws and (ii) subject to such Stockholder’s compliance in all material respects with Section 5(a) of this Agreement, in the event the Company, its board of directors or their respective Representatives furnishes information to or enters into discussions or negotiations with a Person, as and to the extent permitted pursuant to the terms Section 5.4(b) of the Merger Agreement or this Agreement, offer for saleeach of the Stockholders shall be permitted, and shall be permitted to cause any of its Subsidiaries or Representatives, to furnish information and engage in discussions with such Person as and to the same extent that the Company, its board of directors or their respective Representatives is permitted to take such actions. Each such Stockholder shall keep Parent reasonably informed on a prompt basis of the status and developments regarding any discussions relating to any Takeover Proposal pursuant to this Section 5(b). (c) Each of the Stockholders hereby agrees not to (i) sell, transfer, tender, pledge, encumber, assign assign, hedge, swap or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contractContract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment assignment, hedging, swap or other disposition of, any of the Covered Shares other than pursuant to the Contracts described in Schedule B hereto or exercise any discretionary powers to distribute, any or all of such Stockholder's Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) knowingly take any action that would make any representation or warranty of such Stockholder any of the Stockholders contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder any of the Stockholders from performing such Stockholder's its obligations under this Agreement. (c) The . In furtherance of this Agreement, until the Time of Termination, each Stockholder hereby waives authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Covered Shares and to include the following legend on the share certificates for the Covered Shares: “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VOTING AND TRANSFER RESTRICTIONS PURSUANT TO THAT CERTAIN VOTING AGREEMENT, DATED AS OF SEPTEMBER 17, 2010, BY AND AMONG MICRO HOLDING CORP., IDEALAB HOLDINGS L.L.C. AND IDEALAB. ANY TRANSFER OF SUCH SHARES OF STOCK IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH VOTING AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT WHATSOEVER.” Notwithstanding anything contained herein to the contrary, such Stockholder’s authorization and instruction shall automatically terminate at the Time of Termination of this Agreement. From and after the Time of Termination, Parent agrees to provide any rights of appraisal documentation, issue any instructions or rights take any further action as may be necessary or appropriate to dissent remove the legend from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from share certificates for the Merger which has not been so waivedCovered Shares. (d) UnlessEach of the Stockholders who is a party to a Contract described in Schedule A or Schedule B hereto (a “Contract Party”) hereby agrees, in connection therewitha reasonably prompt manner (and in no event later than the Effective Time) and at its sole cost and expense, the Shares held by any trust which are presently subject to take such further action pursuant to the terms of this Agreement are transferred such Contract as may be necessary or appropriate to the Stockholder revoke any proxies or powers of attorney granted with respect to any Covered Shares pursuant to such Contract and remain subject in all respects to release any Covered Shares from a Lien granted under such Contract, including payment of any principal, interest, advances, fees or commissions owed by such Contract Party pursuant to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination DateContract.

Certain Covenants of Stockholder. Except in accordance with (a) Subject to Section 8, each Stockholder, for such Stockholder and such Stockholders’ controlled Affiliates (other than the terms of this AgreementCompany), the Stockholder hereby covenants and agrees as follows: (a) Prior to be bound by Section 6.2 of the Merger Agreement to the Termination Date, no same extent as the Company as if such Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect were a party thereto and subject to the Company covenants contained therein. Each Stockholder acknowledges that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 such Stockholder has received and reviewed a copy of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no and except as contemplated hereby, each Stockholder shall, directly or indirectly shall not (i) except pursuant to tender into any tender or exchange offer other than the terms of the Merger Agreement or this AgreementOffer, offer for sale, (ii) sell, transfer, tenderpledge, pledgehypothecate, distribute, grant, gift, encumber, assign assign, or otherwise dispose ofof (including by merger or operation of law and whether constructively or otherwise, enforce record or permit the execution of the provisions of any redemption agreement with the Company beneficial ownership or both) (collectively “Transfer”), or enter into any contract, option option, agreement, or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or consent beneficial ownership or voting power thereof or therein (including by operation of law), (iii) enter into any short sale with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Covered Shares or substantially identical property or enter into or acquire an offsetting derivative contract with respect to the Covered Shares or substantially identical property, (iv) transfer any of the economic interest thereinin the Covered Shares or enter into any transaction that has such effect, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiv) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust trust, or enter into a voting agreement with respect to any Covered Shares; , or (iiivi) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's his obligations under this Agreement in a timely manner. Any Transfer in violation of this provision shall be void. At all times until the Termination Date, in furtherance of this Agreement, such Stockholder (A) shall, and hereby does, authorize and instruct the Company or its counsel to notify the Company’s transfer agent that, from the date hereof until the Termination Date, there is a stop transfer order with respect to all of the Covered Shares of such Stockholder (and that this Agreement places certain limits on the voting and transfer of such Shares until the Termination Date), and (B) if so requested by Xxxxxx, agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 3(a); provided, however, that if this Agreement shall terminate, the foregoing authorization and instruction shall be null and void and shall have no further force or effect. This Section 7 shall not prohibit a Transfer of the Covered Shares by Stockholder to an Affiliate of Stockholder or to any member of Stockholder’s immediate family, or to a trust for the benefit of the Stockholder or any member of the Stockholder’s immediate family, or upon the death of Stockholder (if the Stockholder is an individual); provided, that a Transfer referred to in this sentence shall be permitted only if, prior to the consummation of and as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) UnlessTermination Date, in connection therewiththe event that any Stockholder acquires beneficial ownership of any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement to the maximum extent possible considering the nature of the beneficial ownership, and the number of Covered Shares held by any trust which are presently such Stockholder set forth on Schedule I hereto will be deemed amended to include such additional Shares accordingly and such Shares or voting interests shall automatically become Covered Shares subject to the terms of this Agreement. Each Stockholder shall promptly notify Parent and the Company (i) of any such acquisition of beneficial ownership other than through the vesting of any Equity Awards, (ii) if any such acquired Covered Shares are subject to (A) Liens other than as created by this Agreement are transferred or by applicable securities Laws or (B) any voting trust agreement or other Contract to which such Stockholder is a party restricting or otherwise relating to voting or Transfer, (iii) with respect to such acquired Covered Shares, if such Stockholder does not have sole voting power, sole power of disposition, sole power to demand appraisal rights, and sole power to agree to all of the Stockholder matters set forth in this Agreement, with no limitations, qualifications, or restrictions on such rights, subject to applicable securities Laws and remain subject in all respects to the terms of this Agreement, Agreement or other Permitted Transferees who upon receipt (iv) if such Stockholder has appointed or granted any proxy or power of attorney that is still in effect with respect to such acquired Covered Shares become signatories to that is inconsistent with this Agreement. (d) Prior to the Termination Date, such each Stockholder who is a Trustee shall irrevocably and unconditionally agrees that it will not bring, commence, institute, maintain, prosecute, join or voluntarily aid in, and agrees to take any action to terminate, close or liquidate any such trust and shall take all steps reasonable actions necessary to maintain opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the existence thereof at least until the first to occur Company or any of their respective directors, officers or any of their respective Affiliates or successors, in each case, (i) challenging the Effective Time and validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, including seeking to enjoin or delay the Offer, the Merger, or the Closing, (ii) alleging breach of any duty (fiduciary or otherwise) of any Person in connection with the Termination Datenegotiation and entry into the Merger Agreement or this Agreement or (iii) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the Merger Agreement or the transactions contemplated by this Agreement.

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. During the period from and including the thirtieth calendar day --------------- immediately preceding the Effective Time through and including the earliest of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof, and (iii) September 30, 1998 (the Termination Date"Restricted Period"), no Stockholder shall, in its capacity as such, shall not directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly (i) except pursuant to the terms of this Agreement or the Merger Agreement or this Agreementand for any transfer to a wholly owned subsidiary of Stockholder that agrees in a writing delivered to Parent to be bound by the provisions hereof), offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (including in the case of Preferred Shares, enforce or permit the execution by reason of the provisions of any redemption agreement with the Company conversion thereof into Common Shares), or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition ofof (including in the case of Preferred Shares, or exercise any discretionary powers to distributeby reason of conversion thereof into Common Shares), any or all of such Stockholder's Shares Subject Shares. During the period from and including the date hereof through and including the last day of the Restricted Period, no Stockholder shall, directly or any interest therein, including any trust income or principal, indirectly (i) except in each case pursuant to a Permitted Transferee who is or agrees to become bound by the terms of this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any of Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any Shares; of Stockholder's Subject Shares or (iiiii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such impairing the ability of Stockholder from performing such to perform Stockholder's obligations under this AgreementAgreement or preventing or delaying the consummation of any of the transactions contemplated hereby. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this AgreementEach Stockholder, the Stockholder for itself (severally and not jointly), hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shalland except as contemplated hereby, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 of the Merger Agreement). If any Stockholder in its capacity as such receives any such inquiry or proposal, then such Stockholder shall within 24 hours furnish Purchaser with an accurate description of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no Stockholder shall, directly or indirectly not (i) except pursuant to the terms of the Merger Agreement tender into any tender or this Agreementexchange offer, offer for sale, sell(ii) sell (constructively or otherwise), transfer, tenderpledge, pledgehypothecate, grant, encumber, assign or otherwise dispose ofof (collectively “Transfer”), enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option option, agreement or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise Transfer of any discretionary powers to distribute, any or all of such Stockholder's the Covered Shares or any interest thereinbeneficial ownership or voting power thereof or therein (including by operation of law), including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiiii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Shares; Covered Shares or (iiiiv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be void. (b) Notwithstanding anything to the contrary in this Agreement, the Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law: (i) if Stockholder is an individual (A) to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family, or (B) upon the death of Stockholder, to any member of Stockholder’s immediate family, or to a trust for the benefit of any member of Stockholder’s immediate family; or (ii) if Stockholder is not an individual, to one or more partners or members of Stockholder or to an affiliated entity under common control with Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, (X) as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (Y) such Transfer is effected no later than three Business Days prior to the record date for any Stockholder Meeting (or any adjournment or postponement thereof) and does not delay, hinder or impede (1) the timely voting of the Covered Shares in accordance with Section 1 or (2) the consummation of the Merger. (c) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) UnlessTermination Date, in connection therewiththe event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by any trust which are presently such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement are transferred to Agreement. Each Stockholder shall promptly notify Parent and the Stockholder and remain subject in all respects to the terms Company of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Dateevent.

Certain Covenants of Stockholder. Except in accordance with (a) Subject to Section 8, each Stockholder, for such Stockholder and such Stockholders’ Affiliates (other than the terms of this AgreementCompany), the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including be bound by way of furnishing information) or respond to any inquiries or the making of any proposal by any person or entity (other than Purchaser or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 6.2 of the Merger Agreement). If any Stockholder in its capacity Agreement to the same extent as such receives any such inquiry or proposal, then the Company as if such Stockholder shall within 24 hours furnish Purchaser with an accurate description were a party thereto and subject to the covenants contained therein. Each Stockholder acknowledges that such Stockholder has received and reviewed copies of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) Merger Agreement and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingeach agreement ancillary thereto. (b) Prior to the Termination Date, no and except as contemplated hereby, each Stockholder shall, directly or indirectly shall not (i) except pursuant to tender into any tender or exchange offer other than the terms of the Merger Agreement or this AgreementOffer, offer for sale, (ii) sell, transfer, tenderpledge, pledgehypothecate, distribute, grant, gift, encumber, assign assign, or otherwise dispose ofof (including by merger or operation of law and whether constructively or otherwise, enforce record or permit the execution of the provisions of any redemption agreement with the Company beneficial ownership or both) (collectively “Transfer”), or enter into any contract, option option, agreement, or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or consent beneficial ownership or voting power thereof or therein (including by operation of law), (iii) enter into any short sale with respect to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such Stockholder's Covered Shares or substantially identical property or enter into or acquire an offsetting derivative contract with respect to the Covered Shares or substantially identical property, (iv) transfer any of the economic interest thereinin the Covered Shares or enter into any transaction that has such effect, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (iiv) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Sharesattorney, deposit any Covered Shares into a voting trust trust, or enter into a voting agreement with respect to any Covered Shares; , or (iiivi) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing such Stockholder's his obligations under this Agreement in a timely manner. Any Transfer in violation of this provision shall be void. At all times until the Termination Date, in furtherance of this Agreement. , such Stockholder (cA) The Stockholder shall, and hereby waives any rights of appraisal does, authorize and instruct the Company or rights its counsel to dissent notify the Company’s transfer agent that, from the Merger that date hereof until the Expiration Date, there is a stop transfer order with respect to all of the Covered Shares of such Stockholder may have. Each Trustee represents (and that no beneficiary who is this Agreement places certain limits on the voting and transfer of such Shares until the Termination Date), and (B) if so requested by Parent, agrees that the certificates representing Covered Shares shall bear a beneficial owner of Shares under any trust has any right of appraisal or right legend stating that they are subject to dissent from this Agreement and to the Merger which has not been so waived. (d) Unlessirrevocable proxy granted in Section 3(a); provided, in connection therewithhowever, that if this Agreement shall terminate, the foregoing authorization and instruction shall be null and void and shall have no further force or effect. This Section 7 shall not prohibit a Transfer of the Covered Shares held by Stockholder to an Affiliate of Stockholder or to any member of Stockholder’s immediate family, or to a trust which are presently subject for the benefit of the Stockholder or any member of the Stockholder’s immediate family, or upon the death of Stockholder (if the Stockholder is an individual); provided, that a Transfer referred to in this sentence shall be permitted only if, prior to the terms consummation of this Agreement are transferred and as a precondition to such Transfer, the Stockholder transferee agrees in a writing, reasonably satisfactory in form and remain subject in substance to Parent, to be bound by all respects to of the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.

Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no the Stockholder shallshall not, in its his capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including by way of furnishing information) or respond (other than to inform a party of the provisions of this Agreement) to any inquiries or the making of any proposal by any person or entity (other than Purchaser the Buyer or any Affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to an Acquisition Proposal (as defined in Section 4.06 ss. 5(g) of the Merger Agreement), provided, however, that the foregoing shall not restrict the Stockholder from taking any actions in his capacity as a director of Target. If any the Stockholder in its his capacity as such Stockholder receives any such inquiry or proposal, then such the Stockholder shall within 24 hours furnish Purchaser with an accurate description promptly inform the Buyer of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditions, if any, of such inquiry or proposal and the identity of the person making it. The Stockholder, in its his capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. (b) Prior to the Termination Date, no the Stockholder shallshall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company Target or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of such the Stockholder's Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing such Stockholder's his obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder he may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which are presently subject to the terms of this Agreement are transferred to the Stockholder and remain subject in all respects to the terms of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, such Stockholder who is a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the first to occur of (i) the Effective Time and (ii) the Termination Date.