Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. Each Unitholder hereby: (a) agrees to reasonably promptly notify Parent of the number of any new Securities acquired by such Unitholder after the date hereof and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by such Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty of the Partnership Board (including the Special Committee thereof) or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Certain Other Agreements. Each Unitholder hereby: (a) agrees Except as provided in this Section 8 hereof, each Stockholder will not, and will ensure that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably promptly likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, any of its affiliates or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the number receipt of any new Securities acquired by such Unitholder after the date hereof same and prior to the Expiration Date; provided that providing any such Securities party with any material non-public information. Each Stockholder shall automatically be promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this Agreement as though owned by such Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, such Unitholder’s identity and ownership of its Securities sentence and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on following sentence) enter into an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order acquisition agreement with respect to all a Superior Proposal, in which event each Stockholder may take any of its Securities the actions set forth in clauses (and i) through (ii) of the immediately preceding sentence; provided, however, that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order no Stockholder shall enter into an acquisition agreement with respect to its Securities on a Superior Proposal unless the earlier Company shall have furnished Parent with written notice not later than the first to occur of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors (i) challenging the validity of, or seeking 12:00 noon three (3) business days in advance of any date that it intends to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) enter into such acquisition agreement or (ii) alleging a breach of any duty two (2) business days prior to the expiration of the Partnership Board (including Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the Special Committee thereof) or Parent Board in connection terms and conditions of this Agreement as would enable the Stockholder to proceed with the Merger Agreement, this Agreement or the transactions Transactions contemplated thereby or herebyherein on such adjusted terms.

Certain Other Agreements. Each Unitholder hereby: (a) agrees No agreement granting any registration rights to reasonably promptly notify Parent any Person with respect to any of the number Company's securities currently remains in force and effect except (i) that certain Registration Rights Agreement entered into by the Company and certain other Persons identified on the signature pages thereto, dated as of December 29, 1993 as amended by the First Amendment dated as of April 6, 1994 (as amended the "1993 Agreement"), (ii) that certain Stock Option Agreement entered into by the Company and Xxxxx Xxxxx, dated as of December 13, 2000 and (iii) that certain Stock Option Agreement entered into by the Company and Xxxxx Xxxxx, dated as of March 15, 2000. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement, including without limitation entering into any agreement which would permit the registration of any new Securities acquired by such Unitholder after the date hereof and prior securities to the Expiration Date; provided that exclusion of any portion of the Registrable Securities, unless such exclusion is first waived in writing by the holders of more than 50% or the Registrable Securities then outstanding. Without limiting the generality of the foregoing, any registration rights hereafter granted by the Company shall automatically be subject subordinate to the terms registration rights granted under this Agreement, and the Company shall obtain the written agreement of this each Person to whom such other registration rights may be granted or may become available to such effect. This Agreement as though owned by such Unitholder on shall be construed so that it is not inconsistent with the date hereof;1993 Agreement. Each Holder agrees that its registration rights hereunder are subordinated to the registration rights granted under the 1993 Agreement. (b) agrees The Company will not effect or permit to permit Parent occur, any combination or subdivision of Registrable Securities, which would adversely affect the ability of the holders of Registrable Securities to publish and disclose include such Registrable Securities in filings with the SEC and in the press release announcing the transactions any registration of its securities contemplated by this Section 2 or the Merger Agreement, such Unitholder’s identity and ownership of its Securities and the nature marketability of such Unitholder’s commitments, arrangements and understandings Registrable Securities under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of any such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty of the Partnership Board (including the Special Committee thereof) or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyregistration.

Certain Other Agreements. Each Unitholder hereby: (a) agrees to reasonably promptly notify Parent of the number of any new Securities acquired by such Unitholder after the date hereof and At or prior to the Expiration Date; provided that any such Securities Effective Time, the Company shall automatically pay in full all amounts to be subject paid by the Company pursuant to the terms letter agreements described in Section 7.13(a) of this Agreement the Company Disclosure Schedule. Notwithstanding anything to the contrary in such letter agreements, all amounts to be paid by the Company under such letter agreements shall be paid by the Company at or prior to the Effective Time, and as though owned by of the Effective Time, none of the Company or any of the Company Subsidiaries shall have any further obligations under such Unitholder on the date hereof;letter agreements. (b) agrees to permit Parent to publish The Company shall take all actions required such that all tax sharing, tax allocation and disclose in filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitmentssimilar agreements, arrangements or understandings between or among the Company and/or any Company Subsidiaries shall be terminated prior to the Effective Time, and understandings under this Agreement; provided that Parent agrees that it as of the Effective Time, none of the Company or any of the Company Subsidiaries shall only publish and disclose have any further rights or obligations thereunder, including, without limitation, with respect to any periods prior to the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof;Effective Time. (c) At or prior to the Effective Time, the Company shall and does authorize Parent pay in full all amounts to be paid by the Company or its counsel any Company Subsidiary pursuant to notify any charitable pledges made by or on behalf of the Partnership’s transfer agent Company or any Company Subsidiary. The Company shall take all actions required such that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on at the voting and transfer of such shares); provided that Parent Effective Time neither the Company nor any Company Subsidiary shall have any obligation under any charitable pledge or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; andsimilar arrangement. (d) agrees not to commence or participate inPromptly upon Parent's request, and to the Company shall take all actions necessary to opt out permit Parent and its representatives to conduct a Phase II environmental assessment of the facility or facilities listed on Section 7.13(d) of the Company Disclosure Schedule (each, a "SHERWOOD FACILITY"); PROVIDED, HOWEVER, that if Parent undertakes such a Phase II environmental assessment of a Sherwood Facility, (i) neither the Company nor any Company Subsidiary shall be deemed to have knowledge of any class findings set forth in any class action such definitive Phase II assessment for purposes of the representations and warranties set forth in Section 4.21 as they relate to such Sherwood Facility and (ii) Parent may not assert the findings set forth in any such definitive Phase II assessment as the basis for a failure of the condition set forth in Section 8.3. Promptly upon Parent's request, the Company shall take such actions as Parent may request to assert any claims with respect toto any environmental matters at the Sherwood Facility under that certain Stock Purchase Agreement, any claimdated as of December 20, derivative or otherwise1999, against as amended, including setting off amounts otherwise owed by Sweetheart Cup Company pursuant to those certain Subordinated Convertible Notes, dated May 15, 2000. (e) If requested by Parent, the PartnershipCompany shall take all actions necessary to terminate the agreement set forth in Section 4.13(z) of the Company Disclosure Schedule in accordance with its terms. (f) Prior to the Effective Time, MGPthe Company shall take all necessary action to terminate in accordance with their terms the agreements set forth in Section 4.24 of the Company Disclosure Schedule as of the Effective Time, EGP and all amounts payable by the Company under such agreements shall be paid in full by the Company at or prior to the Effective Time (including any fees due and payable upon termination of their respective Subsidiaries such agreements or successors (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision payable as a result of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty consummation of the Partnership Board Merger). (g) Within five business days after the date hereof, the Company shall deliver to Parent the audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 28, 2003 and the related statements of operations and cash flows for the fiscal year ended September 28, 2003 (including the Special Committee thereofrelated notes) or Parent Board in connection together with an unqualified report of the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyCompany's independent auditors thereon.

Certain Other Agreements. Each Unitholder hereby: (a) The Underwriter agrees that it has not and will not use, authorize use of, refer to reasonably promptly notify Parent or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by the Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the number Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Underwriter prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Underwriter promptly in writing, of any new Securities acquired by change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Unitholder after Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in any hedging or derivative transaction the value of which is derived from, or with respect, to any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any similar securities, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) to the Expiration DateUnderwriter pursuant to this Agreement; (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any trust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such Securities transfer does not involve a disposition for value; and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that in any such case, it shall automatically be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Common Stock subject to the terms provisions of this Agreement paragraph (e) and there shall be no further transfer of such Common Stock except in accordance with this paragraph (e); and provided further that any such transfer does not involve a disposition for value; provided, however, that the Selling Stockholders and their affiliates may sell up to 2,500,000 Shares of Common Stock as though owned by such Unitholder set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the prior written consent of the Underwriter it will not, during the period commencing on the date hereof; (b) agrees to permit Parent to publish hereof and disclose in filings with ending 30 days after the SEC and in the press release announcing the transactions contemplated by the Merger AgreementTime of Delivery, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent make any demand for or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of exercise any class in any class action right with respect to, the registration of any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the entry of their respective Subsidiaries or successors (i) challenging stop transfer instructions with the validity of, or seeking to enjoin or delay Company's transfer agent and registrar against the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty transfer of the Partnership Board Shares during the period referred to in this paragraph (including the Special Committee thereofe) or Parent Board except in connection compliance with the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyforegoing restrictions.

Certain Other Agreements. Each Unitholder hereby: (a) agrees At the Closing, each Shareholder shall enter into a two-year employment agreement (the "Employment Agreements") with the Surviving Corporation (which shall be countersigned and guaranteed by the Company) in the form attached hereto as Exhibit D, which, among other things, shall provide for an annual base salary of $135,000 plus a discretionary bonus to reasonably promptly notify Parent of the number of any new Securities acquired by such Unitholder after the date hereof be determined and prior to the Expiration Date; provided that any such Securities shall automatically be subject to the terms of this Agreement as though owned by such Unitholder on the date hereof;paid annually. (b) agrees The Shareholders shall initially be entitled to permit Parent elect two members to publish and disclose in filings with the SEC and in Company's Board of Directors. Notwithstanding the press release announcing previous sentence, subject to applicable state law provisions, the transactions contemplated by number of Shareholders' seats on the Merger Agreement, such Unitholder’s identity and Board of Directors shall be based on their pro rata ownership of its Securities and the nature of such Unitholder’s commitmentsCommon Stock; provided, arrangements and understandings under this Agreement; provided that Parent agrees that it they shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof;no less than one seat. (c) At the Closing, each Shareholder shall deliver to the Surviving Corporation and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect Company general releases dated the Closing Date in the form attached hereto as Exhibit E, pursuant to which terms each of them releases each of the Company and the Surviving Corporation from any and all actions suits and claims of its Securities (every type and that this Agreement places limits on description, except for the voting obligations contained herein and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; andall Closing Documents. (d) The Company covenants that it shall not liquidate, dissolve or merge with the Surviving Corporation for a period of one year from the Closing. Neither the Company nor the Surviving Corporation has any present intention to do so. In addition, each of the Company and the Surviving Corporation covenants to use its best efforts to preserve the tax free nature of the transaction contemplated hereby. (e) Each Shareholder hereby agrees not to commence or participate intake all action necessary for, and to take all actions necessary assist in, the completion of an audit of the financial statements of ICF in accordance with the rules and regulations promulgated by the Commission. (f) Each Shareholder hereby agrees that for a period commencing at the Closing and continuing until the second anniversary of the termination of his Employment Agreement (the "Limited Period"), he shall not, directly or indirectly, hire, solicit, or otherwise encourage to opt out leave the employ of the Company or its affiliates, any person employed by the Company or any affiliate. (g) Each Shareholder hereby agrees that during the Limited Period he shall not, directly or indirectly, participate in the solicitation of any class of the Company's (or its affiliates') customers or prospects contacted by the Company or its affiliates. (h) Each Shareholder hereby agrees that during the Limited Period, he shall not be engaged or interested, directly or indirectly, as an officer, director, stockholder (excepting a less than five percent (5%) interest in a publicly traded company), employee, partner, individual proprietor, investor or consultant, or in any class action with respect toother manner or capacity whatsoever, in any claim, derivative business that has been carried on by the Surviving Corporation (or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors its predecessor) and that involves (i) challenging voice and data telecommunications services, and (ii) mergers or consolidations with or acquisitions of entities that provide telecommunications services similar to those offered by the validity ofCompany or its affiliates in any county or counties (as set forth on Schedule 3(h)) so long as the Surviving Corporation or the Company or their affiliates carry on a like business therein; provided, or seeking to enjoin or delay the operation ofhowever, that if any provision of this Agreement subsection would be held to be unenforceable because of the scope, duration or area of its applicability, the Merger Agreement court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of them, to the minimum extent necessary to make such provision, as so modified, enforceable, and such provision shall then be applicable in such modified form. The above notwithstanding, each Shareholder shall be entitled to (including i) remain on the Board of Directors of any claim seeking to enjoin corporations or delay the Closing) or associations in which he currently has such a position and (ii) alleging advise or counsel other persons or entities, provided, such activities are not competitive with the Company and Shareholders' name is not publicly associated with such other entities or activities, unless such publicity would enhance the reputation of the Company. Notwithstanding anything stated to the contrary herein or in the Employment Agreements, the provisions of subsections (f), (g) and (h) hereof shall not apply with respect to a Shareholder following such Shareholder's termination without Cause as such term is defined in such Shareholder's Employment Agreement. (i) Each Shareholder hereby acknowledges that the Company will not have an adequate remedy at law in the event of any breach by his of any provision of Subsections (f), (g) and (h) hereof and that the Company will suffer irreparable damage and injury as a result of any such breach. Accordingly, in the event of a breach or threatened breach of any duty such provision by a Shareholder, he hereby consents to the granting of the Partnership Board (including the Special Committee thereof) a temporary restraining order, preliminary injunction and/or permanent injunction against him by any court of competent jurisdiction prohibiting him from committing or Parent Board in connection with the Merger Agreement, this Agreement continuing any such breach or the transactions contemplated thereby or herebythreatened breach.

Certain Other Agreements. Each Unitholder of the ACII Entities and the Axar Entities hereby: (a) A. irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Reorganization that such Party or its Affiliates may have with respect to the Securities; B. agrees to reasonably promptly notify Parent the other Parties and the Partnership of the number of any new additional Securities acquired by such Unitholder Party or any of its Affiliates after the date hereof and prior to the Expiration Date; provided that and, for the avoidance of doubt, any such Securities shall automatically be subject to the terms of this Agreement as though owned by such Unitholder Party on the date hereof; (b) C. agrees to permit Parent the Company, the Partnership and their respective Subsidiaries to publish and disclose in filings with the SEC and in the press release announcing the transactions contemplated any announcement or disclosure required by the Merger AgreementSEC, the Partnership’s Proxy Statement and the Company’s Registration Statement such UnitholderParty’s identity and ownership of its the Securities and the nature of such UnitholderParty’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) D. shall and does authorize Parent the Partnership or its counsel to notify the Partnership’s transfer agent that there is a stop transfer Transfer order with respect to all of its and its Affiliates’ Securities (and that this Agreement places limits on the voting and transfer Transfer of such sharesSecurities); provided that Parent the Partnership or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer Transfer order with respect to its such Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision termination of this Agreement in accordance with its terms; E. agrees that, prior to the Expiration Date, and except as contemplated hereby, it shall not knowingly take any action that would reasonably be expected to make any representation or warranty of such Party contained in Section 3.1 untrue or incorrect or have the Merger Agreement (including any claim seeking to enjoin effect of preventing or delay the Closing) or (ii) alleging a breach of any duty of the Partnership Board (including the Special Committee thereof) or Parent Board in connection with the Merger disabling such Party from performing its obligations under this Agreement. F. represents, covenants and agrees that, except as contemplated by this Agreement, neither it nor its Affiliates (a) has entered into, or shall enter into at any time prior to the Expiration Date, any voting agreement or voting trust with respect to any Securities and (b) has granted, or shall grant at any time prior to the Expiration Date, a proxy or power of attorney with respect to any of its or its Affiliates’ Securities, in any such case, that is inconsistent with such Party’s obligations pursuant to this Agreement or the transactions contemplated thereby or herebyAgreement.

Certain Other Agreements. Each Unitholder hereby: (a) Each Underwriter severally agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to reasonably promptly notify Parent the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the form of Annex B hereto without the consent of the number Company. (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, none of the Underwriters is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by any Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter, as the case may be, and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Representatives prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States Person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Representatives promptly in writing, of any new Securities acquired by change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Unitholder after Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 45 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of the Exchange Act or engage in any hedging or derivative transaction the value of which is derived from, any Common Stock, or with respect to any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any similar securities, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) to the Expiration DateUnderwriters pursuant to this Agreement (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (ii) to any trust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such Securities transfer does not involve a disposition for value and (iii) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that in any such case, it shall automatically be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the terms provisions of this Agreement paragraph (e) and there shall be no further transfer of such capital stock except in accordance with this paragraph (e); and provided further that any such transfer does not involve a disposition for value, provided, however, that the Selling Stockholders and their affiliates may sell up to 500,000 Shares of Common Stock as though owned by such Unitholder set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the prior written consent of the Representatives it will not, during the period commencing on the date hereof; (b) agrees to permit Parent to publish hereof and disclose in filings with ending 45 days after the SEC and in the press release announcing the transactions contemplated by the Merger AgreementTime of Delivery, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent make any demand for or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of exercise any class in any class action right with respect to, the registration of any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the entry of their respective Subsidiaries or successors (i) challenging stop transfer instructions with the validity of, or seeking to enjoin or delay Company's transfer agent and registrar against the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty transfer of the Partnership Board Shares during the period referred to in this paragraph (including the Special Committee thereofe) or Parent Board except in connection compliance with the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyforegoing restrictions.

Certain Other Agreements. Each Unitholder hereby: (a) The Underwriter agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to reasonably promptly notify Parent the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by the Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the number Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Underwriter prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Underwriter promptly in writing, of any new Securities acquired by change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Unitholder after Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in any hedging or derivative transaction the value of which is derived from, or with respect to any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any similar securities, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) to the Expiration DateUnderwriter pursuant to this Agreement (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any trust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such Securities transfer does not involve a disposition for value and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that in any such case, it shall automatically be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Common Stock subject to the terms provisions of this Agreement paragraph (e) and there shall be no further transfer of such Common Stock except in accordance with this paragraph (e); and provided further that any such transfer does not involve a disposition for value, provided, however, that the Selling Stockholders and their affiliates may sell up to 500,000 Shares of Common Stock whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as though owned by such Unitholder otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the prior written consent of the Underwriter it will not, during the period commencing on the date hereof; (b) agrees to permit Parent to publish hereof and disclose in filings with ending 30 days after the SEC and in the press release announcing the transactions contemplated by the Merger AgreementTime of Delivery, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent make any demand for or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of exercise any class in any class action right with respect to, the registration of any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the entry of their respective Subsidiaries or successors (i) challenging stop transfer instructions with the validity of, or seeking to enjoin or delay Company's transfer agent and registrar against the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty transfer of the Partnership Board Shares during the period referred to in this paragraph (including the Special Committee thereofe) or Parent Board except in connection compliance with the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyforegoing restrictions.

Certain Other Agreements. Each Unitholder The Stockholder hereby: (a) agrees (i) to reasonably promptly notify Parent the Buyer and the Seller of the number of any new Securities acquired acquired, beneficially or of record, by such Unitholder the Stockholder or its controlled Affiliates (including in the event of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer, or other similar transaction) on or after the date hereof and prior to the Expiration Date; provided , it being understood, for the avoidance of doubt, that any such Securities shall automatically be subject to the terms and conditions of this Agreement as though owned by such Unitholder the Stockholder on the date hereof, and (ii) with respect to any such controlled Affiliate of the Stockholder that acquires any such Securities, to cause such Affiliate to enter into a Voting and Support Agreement with the Buyer with respect to the Transactions in substantially the form of this Agreement; (b) agrees to permit Parent to publish the publication and disclose in filings with the SEC and in the press release announcing the transactions contemplated disclosure by the Merger Agreement, such UnitholderBuyer and the Seller of the Stockholder’s identity and ownership of its the Securities and the nature of such Unitholderthe Stockholder’s commitments, arrangements and understandings under this Agreement (including the disclosure of this Agreement; provided that Parent agrees that it shall only publish ) in any press release, the Proxy Statement and disclose the ownership of such Unitholder on an aggregate basis any other disclosure document required in connection with the Partnership Unitholders who have entered into a Purchase Agreement and the Transactions, including the Asset Sale; 3 Note to Draft: To be included only in the form of Voting and Support Agreement on the date hereof;for officers and directors. (c) shall shall, and does hereby does, authorize Parent the Seller or its counsel to notify the PartnershipSeller’s transfer agent that there is a stop transfer order with respect to all of its the Securities (and that this Agreement places limits on the voting and transfer of such sharesSecurities); provided provided, however, that Parent the Seller or its counsel may further notifies notify the PartnershipSeller’s transfer agent to lift and vacate the stop transfer order with respect to its the Securities on the earlier of (x) following the Expiration Date and (y) solely to the date on which extent to effect the Approval is obtained; andconsummation of the Asset Sale in accordance with the Purchase Agreement; (d) agrees to promptly notify the Buyer in writing of the receipt by the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; and (e) agrees not to commence or participate into, and to take all actions necessary to opt out of any class in any class action with respect cause its Representatives not to, bring, commence, institute, maintain, prosecute or voluntarily aid any claim, derivative appeal, or otherwise, against Parent, the Partnership, MGP, EGP or any of their respective Subsidiaries or successors proceeding that (i) challenging challenges the validity of, of or seeking seeks to enjoin or delay the operation of, of any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging alleges that the execution and delivery of this Agreement by the Stockholder (or the Stockholder’s performance hereunder solely in its capacity as a breach stockholder of the Seller) breaches any fiduciary duty of the Partnership Seller Board (including the Special Committee or any member thereof) or Parent Board in connection with any duty that the Merger Agreement, this Agreement Stockholder has (or may be alleged to have) to the transactions contemplated thereby Seller or herebyto the other holders of the Seller Common Stock.

Certain Other Agreements. Each Unitholder hereby: (a) Each Underwriter severally agrees that it has not and will not use, authorize use of, refer to reasonably promptly notify Parent or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the number Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, none of the Underwriters is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by any Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Representatives prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Representatives promptly in writing, of any new Securities acquired by change in information in the Registration State- ment, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Unitholder after Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in any hedging or derivative transaction the value of which is derived from, or with respect, to any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any similar securities, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) to the Expiration DateUnderwriters pursuant to this Agreement; (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any trust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such Securities transfer does not involve a disposition for value; and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that in any such case, it shall automatically be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such Common Stock subject to the terms provisions of this Agreement paragraph (e) and there shall be no further transfer of such Common Stock except in accordance with this paragraph (e); and provided further that any such transfer does not involve a disposition for value; provided, however, that the Selling Stockholders and their affiliates may sell up to 1,250,000 Shares of Common Stock as though owned by such Unitholder set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the prior written consent of the Representatives it will not, during the period commencing on the date hereof; (b) agrees to permit Parent to publish hereof and disclose in filings with ending 30 days after the SEC and in the press release announcing the transactions contemplated by the Merger AgreementTime of Delivery, such Unitholder’s identity and ownership of its Securities and the nature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) shall and does authorize Parent make any demand for or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to all of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of exercise any class in any class action right with respect to, the registration of any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the entry of their respective Subsidiaries or successors (i) challenging stop transfer instructions with the validity of, or seeking to enjoin or delay Company's transfer agent and registrar against the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or (ii) alleging a breach of any duty transfer of the Partnership Board Shares during the period referred to in this paragraph (including the Special Committee thereofe) or Parent Board except in connection compliance with the Merger Agreement, this Agreement or the transactions contemplated thereby or herebyforegoing restrictions.