Common use of Certain Covenants of the Stockholder Clause in Contracts

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The 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, the 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 the Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity and except 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Datecontemplated hereby, the Stockholder shall not, 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, tenderoffer, exchange, pledge, hypothecate, grant, encumber, assign or otherwise dispose ofof or encumber (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 the Stockholder's Covered Shares or any interest therein, beneficial ownership or voting power thereof or therein (including any trust income or principal, except in each case by operation of law) other than to a Permitted Transferee, if such Permitted Transferee who is or agrees in writing to become be bound by this Agreement; the applicable terms hereof, or (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) take any action that would make any representation or warranty . Any Transfer in violation of this provision shall be void. To the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreementextent a Transfer is permitted, such Transfer shall comply with all applicable laws. (cb) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger Termination Date, in the event that the Stockholder may have. The 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 Parent, 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 the 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. The Stockholder shall promptly notify Parent and the Stockholder and remain subject Company in all respects to the terms writing of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 the Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity and except 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Datecontemplated hereby, the Stockholder shall not, 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, tenderoffer, exchange, pledge, hypothecate, grant, encumber, assign or otherwise dispose ofof or encumber (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 the Stockholder's Covered Shares or any interest therein, beneficial ownership or voting power thereof or therein (including any trust income or principal, except in each case by operation of law) other than to a Permitted Transferee, if such Permitted Transferee who is or agrees in writing to become be bound by this Agreement; the applicable terms hereof, or (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) take any action that would make any representation or warranty . Any Transfer in violation of this provision shall be void. To the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreementextent a Transfer is permitted, such Transfer shall comply with all applicable laws. (cb) The Stockholder hereby waives any rights of appraisal or rights Prior to dissent from the Merger Termination Date, in the event that the Stockholder may have. The 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 the 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. The Stockholder shall promptly notify Parent and the Stockholder and remain subject Company in all respects to the terms writing of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 the 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 capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit solicit, initiate or encourage (including by way of furnishing information) or respond to (or take any other action designed to facilitate) any inquiries or the making of any proposal by any person or entity Person (other than Purchaser Lynx or any Affiliate thereof) with respect to the Company Detective that constitutes or could reasonably be expected to lead to an Acquisition Proposal. If the Stockholder a Detective Takeover Proposal or engage in its capacity as such receives any such inquiry or proposal, then the 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 regard to any of the foregoing; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Detective Takeover Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 or Detective, enter into any contractContract, option Option or other arrangement or understanding with respect to 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 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The 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 is 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, one or other more Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the Stockholder who is acting as 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 the Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity Except 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Datecontemplated hereby, the Stockholder shall not, directly or indirectly between the date hereof and the date on which a vote is taken on the Merger Agreement, (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, 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 Transfer of, or exercise any discretionary powers to distribute, any or all of the Stockholder's 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) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations its covenants or agreements under this Agreement. Any Transfer in violation of this provision shall be void and of no force or effect. (cb) The Stockholder hereby waives any rights of appraisal or rights to dissent from In the Merger event that the Stockholder may have. The 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 the 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. The 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, the 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 the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior The Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, no Stockholder shall, except 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 connection with 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the Stockholder shall within 24 hours furnish Purchaser with an accurate description consummation of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditionsMerger, 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit the execution exchange offer, by operation of the provisions of any redemption agreement with the Company Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, contract or 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 the Stockholder's Shares ’s Covered 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling materially delaying the Stockholder from or in performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Ackrell, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 5(b) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 5(b) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Stockholder. (cb) The Stockholder hereby waives any rights of appraisal or rights authorizes Ackrell to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is maintain 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 copy of this Agreement are transferred to at either the Stockholder and remain subject in all respects to executive office or the terms registered office of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateAckrell.

Certain Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior The Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, no Stockholder shall, except 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 connection with 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the Stockholder shall within 24 hours furnish Purchaser with an accurate description consummation of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditionsMerger, 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit the execution exchange offer, by testamentary disposition, by operation of the provisions of any redemption agreement with the Company Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, contract or 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 the Stockholder's Shares ’s Covered 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling materially delaying the Stockholder from or in performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to IAC and the Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in Stockholder. (cb) The Stockholder hereby waives any rights of appraisal or rights authorizes IAC to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is maintain 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 copy of this Agreement are transferred to at the Stockholder and remain subject in all respects to the terms registered office of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateIAC.

Certain Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior The Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, no Stockholder shall, except 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 connection with 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the Stockholder shall within 24 hours furnish Purchaser with an accurate description consummation of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditionsMerger, 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit the execution exchange offer, by testamentary disposition, by operation of the provisions of any redemption agreement with the Company Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, contract or 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 the Stockholder's Shares ’s Covered 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling materially delaying the Stockholder from or in performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to GCAC and the Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in Stockholder. (cb) The Stockholder hereby waives any rights of appraisal or rights authorizes GCAC to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is maintain 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 copy of this Agreement are transferred to at either the Stockholder and remain subject in all respects to executive office or the terms registered office of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateGCAC.

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a4(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 the Stockholder's Rollover Shares as defined below 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; or (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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is a beneficial owner of Rollover Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (di) Stockholder hereby agrees to convert, upon payment of the exercise price thereof, [_____] Options to purchase Company Common Stock into [_____] Shares immediately prior to the Effective Time and] subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of [_____] shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule II hereto, upon conversion of, and with respect to, [_____] of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) Unless, in connection therewith, the Rollover 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 Rollover Shares become signatories to this Agreement, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a4(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 the Stockholder's Rollover Shares (as defined below) 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; or (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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is a beneficial owner of Rollover Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (di) Stockholder hereby agrees to convert, upon payment of the exercise price thereof, 2,500 Options to purchase Company Common Stock into 2,500 Shares immediately prior to the Effective Time and subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of 2,500 shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule II hereto, upon conversion of, and with respect to, 2,500 of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) Unless, in connection therewith, the Rollover 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 Rollover Shares become signatories to this Agreement, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Certain Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior The Stockholder hereby agrees not to, directly or indirectly, prior to the Termination Date, no Stockholder shall, except 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 connection with 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the Stockholder shall within 24 hours furnish Purchaser with an accurate description consummation of the material terms (including any changes or adjustments to such terms as a result of negotiations or otherwise) and conditionsMerger, 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit the execution exchange offer, by operation of the provisions of any redemption agreement with the Company Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, contract or 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 the Stockholder's Shares ’s Covered 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling materially delaying the Stockholder from or in performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Stockholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Stockholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 5(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 5(a) with respect to the Stockholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Stockholder. (cb) The Stockholder hereby waives any rights of appraisal or rights authorizes the Company to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is maintain 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 copy of this Agreement are transferred to at either the Stockholder and remain subject in all respects to executive office or the terms registered office of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateCompany.

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a4(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 the Stockholder's Rollover Shares (as defined below) 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; or (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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is a beneficial owner of Rollover Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (di) Stockholder hereby agrees to convert, upon payment of the exercise price thereof, 26,248 Options to purchase Company Common Stock into 26,248 Shares immediately prior to the Effective Time and subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of 26,248 shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule II hereto, upon conversion of, and with respect to, 26,248 of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) Unless, in connection therewith, the Rollover 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 Rollover Shares become signatories to this Agreement, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Certain Covenants of the 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 Other than as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including contemplated 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreementthe other Ancillary Agreements, offer for salethe Stockholder hereby agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the execution meaning of Section 16 of the provisions of any redemption agreement Exchange Act with the Company respect to (collectively, “Transfer”), or enter into any contract, Contract or 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 Transfer of, or exercise any discretionary powers to distribute, any or all of the Stockholder's Shares Covered 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (i) to an Affiliate of the Stockholder or, if the Stockholder is an individual, to any member of the Stockholder’s immediate family or to a trust, partnership, limited liability company, or other similar estate planning vehicle for the benefit of the Stockholder or any member of the Stockholder’s immediate family, (ii) by will, by the laws of intestacy or by other similar operation of law, (iii) to any other Company stockholder and (iv) to a charity or not-for-profit organization (a “Permitted Transfer”); provided, further, that any such Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement. Any Transfer in violation of this Section 7(a) with respect to the Covered Shares shall be null and void. (cb) The Stockholder hereby waives any rights of appraisal or rights authorizes the Company to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is maintain 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 copy of this Agreement are transferred to at either the Stockholder and remain subject in all respects to executive office or the terms registered office of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateCompany.

Certain Covenants of the 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 Other than as such, directly or indirectly (including through advisors, agents or other intermediaries), solicit (including contemplated 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreementthe other Ancillary Agreements, offer for salethe Stockholder hereby agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign assign, hedge, swap, convert or otherwise dispose ofof (including by merger (including by conversion into securities or other consideration), enforce by tendering into any tender or permit the execution exchange offer, by testamentary disposition, by operation of the provisions of any redemption agreement with the Company Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, Contract or 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 ofTransfer of any of the Covered Shares, or exercise any discretionary powers to distribute, any or all of 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of the Stockholder or, if Stockholder is an individual, 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 (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror and the Company, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 3(a) shall not relieve the Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 3(a) with respect to the Covered Shares shall be null and void. (b) In furtherance of this Agreement, the Stockholder hereby authorizes and will instruct the Company, promptly after the date hereof, to prevent any Transfer not permitted hereunder, including by entering a stop transfer order with respect to all of the Covered Shares and by recording in the books and records of the Company that this Agreement imposes certain transfer restrictions with respect to the Covered Shares. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from In the Merger event that the Stockholder may have. The Trustee represents intends to undertake a Permitted Transfer of any of the Covered Shares, the Stockholder shall provide notice thereof to Acquiror and shall authorize the Company and Acquiror to, or authorize the Company and Acquiror to instruct any transfer agent to, (i) lift any stop transfer order in respect of the Covered Shares to be so Transferred in order to effect such Permitted Transfer only upon certification by Acquiror that no beneficiary who the written agreement to be entered into by the transferee agreeing to be bound by this Agreement pursuant to Section 3(a) hereof is a beneficial owner satisfactory to Acquiror and (ii) re-enter any stop transfer order in respect of the Covered Shares under any trust has any right to be so Transferred upon completion of appraisal or right to dissent from the Merger which has not been so waivedPermitted Transfer. (d) Unless, in connection therewith, The Stockholder hereby authorizes the Shares held by any trust which are presently subject Company and Acquiror to the terms maintain a copy of this Agreement are transferred to at either the Stockholder executive office or the registered office of the Company (and remain subject in all respects to following the terms of this AgreementClosing, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 DateAcquiror).

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The 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. (di) Subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of 26,250 shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule III hereto, upon conversion of, and with respect to, 26,250 of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) 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, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares that constitute Pledged Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Certain Covenants of the Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity and except 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Datecontemplated hereby, the 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(ii) sell (constructively or otherwise), sellassign, transfer, tender, pledge, encumberhypothecate, assign grant, Encumber 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 the Stockholder's 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, (iv) deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares; , or (iiiv) knowingly take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's its obligations under this Agreement. Any Transfer in violation of this provision shall be void. To the extent a Transfer is permitted and consented to by Parent, such Transfer shall comply with all applicable Laws and the terms of this Agreement. (cb) The Stockholder hereby waives shall use commercially reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, all things reasonably necessary to fulfill the Stockholder’s obligations under this Agreement, including, without limitation, attending, or otherwise participating in, if applicable, any rights meeting of appraisal the Company’s shareholders or rights any adjournment, postponement, or recess thereof. (c) Prior to dissent from the Merger Termination Date, in the event that the Stockholder may have. The 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 the 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 the Agreement. The Stockholder and remain subject shall promptly notify Parent in all respects to the terms writing of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 the Stockholder. Except in accordance with the terms of this Agreement, the The Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, no Stockholder shall, in its capacity Except 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Datecontemplated hereby, the Stockholder shall not, directly or indirectly between the date hereof and the date on which a vote is taken on the Investment Advisory Agreement, (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, 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 Transfer of, or exercise any discretionary powers to distribute, any or all of the Stockholder's 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) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations its covenants or agreements under this Agreement. Any Transfer in violation of this provision shall be void and of no force or effect. (cb) The Stockholder hereby waives any rights of appraisal or rights to dissent from In the Merger event that the Stockholder may have. The 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 KCAP, 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 the 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 the Agreement. The Stockholder shall promptly notify BCP and remain subject in all respects to the terms KCAP of this Agreement, or other Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the 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 the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a4(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 the Stockholder's Rollover Shares (as defined below) 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; or (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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is a beneficial owner of Rollover Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (di) Stockholder hereby agrees to convert, upon payment of the exercise price thereof, 3,750 Options to purchase Company Common Stock into 3,750 Shares immediately prior to the Effective Time and subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of 3,750 shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule II hereto, upon conversion of, and with respect to, 3,750 of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) Unless, in connection therewith, the Rollover 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 Rollover Shares become signatories to this Agreement, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

Certain Covenants of the 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. If the Stockholder in its capacity as such receives any such inquiry or proposal, then the 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; provided, that the limitation set forth in this sentence shall not restrict the Stockholder from engaging in any such activities with such a third party who hereafter makes a Superior Acquisition Proposal. The foregoing provisions of this Section 5(a4(a) shall not restrict a Stockholder who is also a director of the Company from taking any actions, or refraining from complying with the foregoing provision, in the Stockholder's capacity as a director, provided that any such actions do not violate Section 5(k) of the Merger Agreement. (b) Prior to the Termination Date, the Stockholder shall 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 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 the Stockholder's Rollover Shares as defined below 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; or (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 the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. The Trustee represents that no beneficiary who is a beneficial owner of Rollover Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (di) Stockholder hereby agrees to convert, upon payment of the exercise price thereof, 3,750 Options to purchase Company Common Stock into 3,750 Shares immediately prior to the Effective Time and subject to the terms and provisions of the Merger Agreement, in connection with the Merger, the Stockholder hereby agrees to retain an aggregate of 3,750 shares of Surviving Corporation Class A Common Stock held by and registered in the name of the Stockholder, and in the amount opposite such name, set forth on Schedule II hereto, upon conversion of, and with respect to, 3,750 of such Stockholder's Shares (the "Rollover Shares") unless otherwise agreed with Purchaser. (ii) The Stockholder shall use its best efforts to negotiate and execute an Investors Agreement on terms and conditions mutually satisfactory to Purchaser and Stockholder. (e) Unless, in connection therewith, the Rollover 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 Rollover Shares become signatories to this Agreement, the 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. (f) The Stockholder shall take all actions necessary to cause any Rollover Shares, prior to the Effective Time, to be free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.