Common use of Covenants of Each Shareholder Clause in Contracts

Covenants of Each Shareholder. During the term of this Agreement, each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, and in any other circumstances upon which a vote, consent, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 14, each Shareholder Shareholder, severally and not jointly covenants and jointly, agrees as to itself as follows: (a) At any meeting of the shareholders Shareholders of the Company called to vote or at any adjournment thereof or in any other circumstances upon which the Merger AgreementShareholder's vote, consent or other approval is sought under applicable law, the Merger Shareholder shall, or shall cause the record holder of his or its Subject Shares to, vote (or cause to be voted) his or its Subject Shares (and each class thereof) against (i) any amendment of the Company's Certificate of Incorporation or by-laws, which amendment would be reasonably likely to impede, frustrate, prevent or nullify the Offer or any of the other transactions contemplated by the Merger Agreement, Offer Agreement or at any postponement or adjournment thereof, and change in any other circumstances upon which a votemanner the voting rights of any class of Company Common Stock, consent, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or any action that would cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which to breach any of representation, warranty or covenant contained in the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Offer Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2iii) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by to elect to the Company's Board of Directors anyone other than the designees of Purchaser or replacements of existing Directors, which replacement Directors agree to resign on the Closing of the Company (or any committee thereof)Offer. (b) Such The Shareholder shall not, except as contemplated by Section 1 and shall not commit Section 6 hereof or agree towith the written consent of OS or Purchaser, directly during the period commencing as of the date hereof and ending on the earlier of (i) the purchase of Subject Shares pursuant to Section 1 or indirectlySection 6 hereof and (ii) March 31, 2001, (A) sell, transfer, give, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “"Transfer”"), or consent to any Transfer of, any or all of such Subject Shares (or beneficial ownership thereof Options or any other interest therein) or any rights to acquire any securities or equity interests of the Company, therein or enter into any Contractcontract, option, call option or other arrangement (including any profit sharing arrangement) with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any the Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, Options to any person other than pursuant to this Agreement or the Merger Agreement(B) enter into any voting arrangement, unless such Transfer is to an Affiliate whodirectly or indirectly, prior to any such Transferwhether by proxy, is a party to this Agreement, enters into a voting agreement or otherwise, in form respect of the Subject Shares and substance reasonably acceptable shares issuable upon exercise of the Options, and the Shareholder agrees not to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company foregoing actions. Any transfer or attempted transfer of Subject Shares in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision violation of this Agreement or (2) alleging a breach shall be void and of any fiduciary duty of any Person in connection with the negotiation no force and entry into the Merger Agreementeffect.

Covenants of Each Shareholder. During Each Shareholder, severally and not jointly, covenants and agrees during the term of this Agreement, each Shareholder severally and not jointly covenants and agrees as to itself Agreement as follows: (a) At any meeting of the shareholders of the Company US BioEnergy called to vote upon the Merger Agreement, Agreement or the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment or postponement thereof or adjournment thereof, and in any other circumstances upon which a vote, consent, adoption consent or other approval (including by written consent) with respect to the Merger Agreement, Agreement or the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating shall, including by executing a quorum and (ii) written consent solicitation if requested by VeraSun, vote (or cause to be voted) all the Subject Shares of such Shareholder’s Subject Shares (A) Shareholder in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement Agreement. Such Shareholder hereby agrees not to take any action by written consent in any circumstance other than in accordance with this Section 3(a). This Section 3(a) shall be deemed to be a voting agreement within the meaning of and any related proposal in furtherance created pursuant to Section 47-1A-731 of the foregoing, including in favor of any proposal to adjourn or postpone to a later date SDBCA. (b) At any meeting of the shareholders of US BioEnergy or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent, or other approval is sought (including by written consent), such Shareholder shall vote (or cause to be voted) all the Company at which Subject Shares of such Shareholder against any of the foregoing matters are submitted for consideration and vote following (or any agreement to enter into, effect, facilitate or support any of the shareholders following): (i) any US BioEnergy Takeover Proposal, (ii) any reorganization, recapitalization, dissolution, liquidation or winding up of or by US BioEnergy, or (iii) any amendment of US BioEnergy’s Second Amended and Restated Articles of Incorporation or Second Amended and Restated By-laws or other proposal, action or transaction involving US BioEnergy or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Company if there are not sufficient votes for approval of such matters on Merger or the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, other transactions contemplated by the Merger Agreement shall not have been amended or modified without such Shareholder’s consent the consummation of the transactions contemplated by this Agreement or to (1) decrease dilute in any material respect the benefits to VeraSun of the Merger Consideration and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner the voting rights of the US BioEnergy Common Stock (2) change the form of Merger Considerationcollectively, “Frustrating Transactions”). Any vote required to be cast or consent required to be executed pursuant to this This Section 3(a3(b) shall be cast or given by such Shareholder deemed to be a voting agreement within the meaning of and created pursuant to Section 47-1A-731 of the SDBCA. (c) Other than in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations the terms of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Agreement, such Shareholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or consent to any Transfer of, any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, therein or enter into any Contract, option, call option or other arrangement with respect to the Transfer (including any profit-profit sharing or other derivative arrangement) of with respect to the Transfer of, any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, therein to any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any US BioEnergy Takeover Proposal or otherwise with respect to the Subject Shares. Such Shareholder shall not commit or agree to take any action inconsistent with the foregoing. Such Shareholder shall not, nor shall such Shareholder permit any entity under its control to, deposit any Subject Shares in a voting trust. Notwithstanding any other provision of this Agreement, each Shareholder may Transfer all or a portion of such Shareholder’s Subject Shares to any other person if such person expressly agrees in writing with VeraSun to be bound by all of the provisions of this Agreement. (d) Such Shareholder shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement or and the Merger Agreement, unless such Transfer is to an Affiliate whoincluding, prior to if requested by VeraSun, appearing at any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent meeting of the shareholders of US BioEnergy or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise at any Company Stock Options for Company Common Shares adjournment or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) postponement thereof. Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, by this Agreement or the transactions contemplated by the Merger Agreement. (e) From and after the date of this Agreement, such Shareholder shall not, and shall not authorize or permit any of its Subsidiaries or affiliates (other than US BioEnergy) or any of its or their Representatives to, directly or indirectly, (i) solicit, initiate, encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, an US BioEnergy Takeover Proposal, (ii) enter into any agreement with respect to any US BioEnergy Takeover Proposal or (iii) participate in any discussions or negotiations regarding an US BioEnergy Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of Shareholder shall be a breach of this Section 3(e) by such Shareholder. Such Shareholder hereby consents shall immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any US BioEnergy Takeover Proposal and approves request the actions taken by prompt return or destruction of all confidential information previously furnished. (f) Such Shareholder shall not issue any press release or make any other public statement, and shall not authorize or permit any of its Subsidiaries or affiliates (other than US BioEnergy) or any of its or their Representatives to issue any press release or make any other public statement, with respect to the Board of Directors Merger Agreement, this Agreement, the Merger or any of the Company in adopting other transactions contemplated by the Merger Agreement and recommending or this Agreement without the Merger. prior written consent of VeraSun, except as may be required by applicable law, including any filings required under the Exchange Act. (g) Such Shareholder hereby (A) waives any appraisal rights of appraisalwith respect to, or rights to dissent from from, the Merger, Merger that such Shareholder may have and have, if any. (Bh) agrees not to commence or join in, Each Shareholder hereby covenants and agrees that for a period of 180 days following the Effective Time (the “Lock-Up Period”), such Shareholder shall not Transfer or consent to any Transfer of, any shares of VeraSun Common Stock received by such Shareholder in the Merger with respect to the Subject Shares, or any interest therein, or enter into any Contract, option or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any shares of VeraSun Common Stock received by such Shareholder in the Merger with respect to the Subject Shares or any interest therein to any person (other than VeraSun); provided that the foregoing restriction shall not prohibit the Transfer of an aggregate of up to 200,000 of such shares of VeraSun Common Stock by such Shareholder to a charitable foundation, a charity or a not-for-profit organization. Such Shareholder shall not commit or agree to take all actions necessary to opt out any action inconsistent with the foregoing. Notwithstanding the provisions set forth in this Section 3(h), after the Effective Time and during the Lock-Up Period each Shareholder may Transfer shares of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors VeraSun Common Stock: (1) challenging if such Shareholder is a natural person, to any member of such Shareholder’s immediate family, to a trust the validity beneficiaries of which are exclusively such Shareholder or members of such Shareholder’s immediate family if, in any such case, such transfer is a bona fide gift, or by will or intestate succession; (2) pursuant to any order of, or seeking to enjoin the operation ofsettlement agreement not involving any public sale of such shares or securities, approved by, any provision court of competent jurisdiction; (3) if such Shareholder is a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company so long as the transfer is not for value; and (4) if such Shareholder is a corporation, to any wholly-owned subsidiary of such corporation or to any shareholder of such corporation, so long as the transfer is not for value. provided, however, that in any case referred to in clauses (1) through (4) above, it shall be a condition to the Transfer that the transferee agrees in writing with VeraSun to be bound by this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of such Shareholder and not to the immediate family of the transferee). For purposes of this Agreement paragraph, “immediate family” shall mean a spouse, lineal descendent, father, mother, brother or (2) alleging sister of such Shareholder, including any lineal descendent, brother or sister by adoption. In addition, nothing herein shall prohibit such Shareholder from establishing a breach trading plan pursuant to Rule 10b5-1 under the Exchange Act, during the Lock-Up Period, provided that no sales or other Transfers occur under such plan during the Lock-Up Period, and no public announcement of any fiduciary duty such plan occurs during the Lock-Up Period. (i) Solely for purposes of any Person the 12-month period referenced in connection with clause (ii) of Section 8, the negotiation references to 33 percent in the second “WHEREAS” clause of the preamble hereto shall be reduced to 19.9 percent, and entry into the Merger AgreementSubject Shares of each Shareholder shall also be deemed reduced accordingly.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 5, each Shareholder severally and not jointly covenants and Shareholder, in its capacity as such, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Meeting or at any adjournment, postponement or adjournment thereof, and continuation thereof or in any other circumstances occurring prior to the Company Meeting upon which a vote, consent, adoption consent or other approval (including by written consent) with respect to the Merger Agreement, and the Merger or any of the other transactions contemplated by the Merger AgreementAgreement is sought , or any Takeover Proposal, is sought, such each Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s the Subject Shares (Aand each class thereof) (i) in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and the approval and adoption of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldAgreement; and (Bii) except with the written consent of Parent, against any Takeover Company Alternative Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any such vote required to shall be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including counted for purposes of determining whether that a quorum is presentpresent and for purposes of recording the results of such vote or consent. The obligations Each Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Each Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person if such Transfer or agreement, option or other arrangement would result in the Shareholder's inability to perform his or her obligations under Section 3(a) hereof, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Meeting if and to the extent such proxy is consistent with the Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Each Shareholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Shareholder shall not, nor shall such Shareholder permit any controlled affiliate of such Shareholder to, nor shall such Shareholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock intended to facilitate any Company Alternative Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. Such Shareholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Shareholder not commit or agree to, directly or indirectly, sellthrough any officer, transferdirector, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law agent or otherwise), either voluntarily enter into, solicit, initiate, conduct or involuntarily (collectivelycontinue any discussions or negotiations with, “Transfer”)or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Subject Shares (or beneficial ownership thereof or person, other than Parent, relating to any other interest therein) or any rights to acquire any securities or equity interests Company Alternative Proposal. Each Shareholder hereby represents that, as of the Companydate hereof, it is not engaged in discussions or enter into negotiations with any Contract, option, call or party other arrangement than Parent with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUsAlternative Proposal. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

Covenants of Each Shareholder. During the term of this Agreement, each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, and in any other circumstances upon which a vote, consent, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares. For the avoidance of doubt, this Agreement shall not apply to the Excluded Shares or elect any shares held by the Xxxx and engage in a “net settlement” with respect to Xxxxxx Xxxxxx Charitable Foundation as of the exercise or vesting date of any Company Stock Options or Company RSUsthis Agreement. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

Covenants of Each Shareholder. During the term of this Agreement, each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, and in any other circumstances upon which a vote, consent, adoption or other approval with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. . (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (ii) Such Shareholder shall not, and such Shareholder shall not permit any of its Subsidiaries to, or authorize or permit any affiliate (other than the Company or any of its Subsidiaries in accordance with the terms of the Merger Agreement), director, officer, trustee, spouse, employee or partner of such Shareholder or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or by this Agreement without the prior written consent of Parent, except as may be required by applicable Law or court process; provided that the foregoing shall not apply to any disclosure required to be made by such Shareholder to the SEC or other Governmental Authority, including any amendment of any statement on Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the Merger Agreement. (d) Such Shareholder hereby agrees that, in the event (i) of any share or extraordinary dividend or other distribution, share split, reverse share split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that such Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement (including by conversion, exercise, operation of law or otherwise) (collectively, the “New Shares”), such Shareholder shall deliver promptly (and in any event within 48 hours of such acquisition by such Shareholder) to Parent written notice of its acquisition or receipt of New Shares, which notice shall state the number of New Shares so acquired or received. Such Shareholder agrees that any New Shares acquired or received by such Shareholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement and shall be deemed to be Subject Shares, including for purposes of all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by such Shareholder on the date of this Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 5, each Shareholder severally and not jointly covenants and Shareholder, in its capacity as such, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Shareholders Meeting or at any adjournment, postponement or adjournment thereof, and continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote, consent, adoption vote or other approval with respect to the Merger Agreement, and the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such each Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s the Subject Shares (Aand each class thereof) held by such Shareholder (i) in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and the approval and adoption of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldAgreement; and (Bii) except with the written consent of Parent and Merger Sub, against any Takeover Company Acquisition Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any such vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including counted for purposes of determining whether that a quorum is presentpresent and for purposes of recording the results of such vote. The obligations Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Each Shareholder shall not, and shall agrees not commit or agree to, directly or indirectly, (i) sell, transfer, tender, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “a "Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein") or any rights to acquire any securities or equity interests of the Company, or enter into any Contractagreement, option, call option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the Transfer (including any profit-sharing or other derivative arrangementextent such proxy is consistent with such Shareholder's obligations under Section 3(a) of hereof), deposit any Subject Shares (into any voting trust or beneficial ownership thereof enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any other interest therein) or any rights to acquire any securities or equity interests of the CompanySubject Shares, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” manner consistent with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (csuch Shareholder's obligations under Section 3(a) (i) hereof. Such Shareholder further agrees not to, and shall cause its affiliates not to, commit or agree to take any of the foregoing actions or take any action inconsistent that may reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the transactions contemplated byforegoing or anything to the contrary set forth in this Agreement, each Shareholder may Transfer any or all of the Subject Shares (i) by will, or the terms ofby operation of law, in which case this Agreement shall bind the transferee, or the Merger Agreement. Such Shareholder hereby consents (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and approves the actions taken charitable organizations or by the Board of Directors distribution to partners, members, shareholders or affiliates of the Company in adopting Shareholder, so long as the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisaltransferee, or rights prior to dissent from the Mergersuch Transfer, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term "Constructive Sale" shall mean a short sale with respect to any Subject Shares, entering into or (2) alleging acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a breach futures or forward contract to deliver any Subject Shares or entering into any other or other derivative transaction that has the effect of any fiduciary duty materially changing the economic benefits and risks of any Person in connection with the negotiation and entry into the Merger Agreementownership.

Covenants of Each Shareholder. During the term of this AgreementEach Shareholder, each Shareholder severally and not jointly jointly, covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger approval of the License Agreement, the Merger Transactions, the Aditech Addendum or any of the other transactions contemplated by the Merger AgreementAditech Addendum, or at any postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger approval of the License Agreement, the Merger Transactions, the Aditech Addendum or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Aditech Addendum is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement License Agreement, the Transactions, the Aditech Addendum and of the Merger and each of the other transactions contemplated by the Merger Agreement Aditech Addendum. Each Shareholder and any related proposal in furtherance of Licensee acknowledge and agree that the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval obligations of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to Shareholder under this Section 3(a) shall be cast or given deemed satisfied by such Shareholder in accordance with such procedures relating thereto so as the execution and delivery of the Postal Vote pursuant to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations Section 4 of this Section 3(a) shall apply whether or not Agreement and the Merger or any action described above is recommended by the Board voting of Directors of the Company (or any committee thereof)such Shareholder’s Subject Shares pursuant to such Postal Vote. (b) Such Until the Effective Date, such Shareholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate tender or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), otherwise by operation of law or otherwise), either voluntarily or involuntarily law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person Person other than pursuant to this Agreement or the Merger License Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, Transfer the transferee of such Shareholder’s Subject Shares is a party to this Agreement, enters into a voting an agreement in form with Licensee on terms substantially identical to the terms of this Agreement and substance reasonably acceptable otherwise satisfactory to Parent Licensee or agrees to become a party to this Agreement pursuant to a customary joinder agreement satisfactory to Licensee, or (ii) enter into any voting arrangement, whether by proxy, voting agreement; provided , voting trust or otherwise, with respect to any Subject Shares or rights to acquire any securities or equity interests of the Company, other than this Agreement. The Company’s share register shall, from and after the date hereof, bear a notation that nothing contained herein shall restrict such Subject Shares are subject to the ability provisions and restrictions of this Agreement and not permit any transfer of such Subject Shares in violation of the provisions and restrictions of this Agreement, including this Section 3(b), and such Shareholder shall use its reasonable best efforts to exercise any take, or cause to be taken, all actions that are necessary, proper or advisable to cause the share register to bear such a notation. A copy of the share register is attached hereto as Exhibit B. (i) Such Shareholder shall use its commercially reasonable efforts to take, or cause to be taken, (x) all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, and, (y) in the case of Nordic Biotech K/S, Nordic Biotech Opportunity Fund K/S, NB FP Investment K/S, and NB FP Investment II K/S (collectively, “Nordic Biotech”) only, until the Effective Date, to cause the Company Stock Options for Company Common Shares or elect to comply with its obligations under the Letter Agreements, the Aditech Addendum and engage in a “net settlement” the License Agreement; provided, that, with respect to the exercise or vesting License Agreement, Nordic Biotech shall also use its commercially reasonable efforts to cause the Company to comply with the covenants, agreements, undertakings and other obligations set forth in Sections 2.01(b)(iii), 2.02, 2.03, 2.07, 2.08. 2.09, 2.10, 5.03(a) of any Company Stock Options or Company RSUs. (c) (i) the License Agreement, as if such covenants, agreements, undertakings and other obligations were in full force and effect as of the date of this Agreement. Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement Agreement, the Letter Agreements, the Aditech Addendum or the Merger License Agreement. Such Shareholder hereby consents to and approves the actions taken by the disinterested members of the Board of Directors of the Company in adopting declaring advisable the Merger Agreement License Agreement, the Transactions, the Aditech Addendum and recommending the Mergertransactions contemplated by the Aditech Addendum. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, Transactions or the transactions contemplated by the Aditech Addendum that such Shareholder may have have. (ii) Such Shareholder shall not, and such Shareholder shall not permit any of its Subsidiaries to, or authorize or permit any Affiliate, director, officer, trustee, employee or partner of such Shareholder or any of its Subsidiaries or any investment banker, attorney, accountant or other advisor or representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Letter Agreements, the License Agreement, the Aditech Addendum, this Agreement, the Transactions or any of the other transactions contemplated by the License Agreement , the Aditech Addendum or by this Agreement without the prior written consent of Licensee, except as may be required by applicable Law or court process. (Bd) Such Shareholder hereby agrees not to commence that, in the event (i) of any stock or join extraordinary dividend or other distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, combination or other like change, of or affecting the Subject Shares or (ii) that such Shareholder purchases or otherwise acquires beneficial ownership of or an interest in, or acquires the right to vote or share in the voting of, any shares of capital stock of the Company, in each case after the execution of this Agreement (including by conversion, operation of law or otherwise) (collectively, the “New Shares”), such Shareholder shall deliver promptly to Licensee written notice of its acquisition or receipt of New Shares which notice shall state the number of New Shares so acquired or received. Such Shareholder agrees that any New Shares acquired or received by such Shareholder pursuant to clause (i) or (ii) of this paragraph shall be subject to the terms of this Agreement and shall be deemed to be Subject Shares, including all covenants, agreements, obligations, representations and warranties set forth herein, and shall constitute Subject Shares to the same extent as if those New Shares were owned by such Shareholder on the date of this Agreement. Such Shareholder agrees that this Agreement and the obligations hereunder shall be binding upon any Person to which record or beneficial ownership of such Shareholder’s Subject Shares shall pass, whether by operation of Law or otherwise, including such Shareholder’s administrators or successors, and such Shareholder further agrees 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, Merger Sub, effectuate the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementforegoing.

Covenants of Each Shareholder. During the term of this Agreement, each Each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment or postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all the Subject Shares of such Shareholder’s Subject Shares Shareholder (Aowned of record or beneficially) in favor of, and shall consent in writing to (or cause to be consented in writing to), the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date Agreement. (b) At any meeting of the shareholders of the Company Company, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) is sought, such Shareholder shall vote (or cause to be voted) all the Subject Shares of such Shareholder (owned of record or beneficially) against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the foregoing matters are submitted for consideration and vote following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (or any of them) would constitute a Company Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and Common Stock (B) against any Takeover Proposal; provided thatcollectively, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof"Frustrating Transactions"). (bc) Such Other than pursuant to this Agreement, such Shareholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares (or beneficial ownership thereof of such Shareholder or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call option or other arrangement (including any profit sharing arrangement) with respect to the Transfer (including of, or the creation or offer of any profit-sharing or other derivative arrangement) of security in respect of, any Subject Shares of such Shareholder, to or with any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or beneficial ownership thereof otherwise, with respect to any Subject Shares of such Shareholder, and shall not commit or agree to take any of the foregoing actions. Such Shareholder shall not, nor shall such Shareholder permit any entity under such Shareholder's control to, deposit any Subject Shares of such Shareholder in a voting trust. (d) Such Shareholder shall not, nor shall such Shareholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or partner of such Shareholder or any other interest therein) of its Subsidiaries or any rights Representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action designed to acquire facilitate, any securities Alternative Transaction or equity interests of the CompanyFrustrating Transaction, (ii) enter into any agreement with respect to any person other than pursuant Alternative Transaction or Frustrating Transaction or (iii) except to this Agreement or the extent the Company shall have previously done so in accordance with Section 4.02(a) of the Merger Agreement, unless such Transfer is to an Affiliate whoenter into, prior continue or otherwise participate in any discussions or negotiations regarding, or furnish to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise person any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” information with respect to the exercise to, or vesting of otherwise cooperate in any Company Stock Options way with, or Company RSUsassist or participate in any effort or attempt by any person with respect to, any Alternative Transaction or Frustrating Transaction. (ce) (i) Such Shareholder shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Merger Agreement. Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, by this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken transactions contemplated by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (f) Such Shareholder shall not, nor shall such Shareholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or partner of such Shareholder or any of its Subsidiaries or any Representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the voting agreement dated the date hereof among Parent and certain shareholders of the Company (the "Voting Agreement"), the Merger or any of the other transactions contemplated by the Merger Agreement, the Voting Agreement or this Agreement, without the prior written consent of Parent, except as may be required by applicable law. (g) Notwithstanding anything to the contrary contained herein, nothing in this Section 4 shall prohibit any Shareholder from, in his capacity as an officer and/or director of the Company, taking any actions, on behalf of the Company, that the Company is permitted to take under Section 4.02 of the Merger Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 5, each Shareholder severally and not jointly covenants and Shareholder, in its capacity as such, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Meeting or at any adjournment, postponement or adjournment thereof, and continuation thereof or in any other circumstances occurring prior to the Company Meeting upon which a vote, consent, adoption consent or other approval (including by written consent) with respect to the Merger Agreement, and the Merger or any of the other transactions contemplated by the Merger AgreementAgreement is sought , or any Takeover Proposal, is sought, such each Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s the Subject Shares (Aand each class thereof) (i) in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and the approval and adoption of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldAgreement; and (Bii) except with the written consent of Parent, against any Takeover Company Alternative Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any such vote required to shall be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including counted for purposes of determining whether that a quorum is presentpresent and for purposes of recording the results of such vote or consent. The obligations Each Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Each Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person if such Transfer or agreement, option or other arrangement would result in the Shareholder’s inability to perform his or her obligations under Section 3(a) hereof, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Meeting if and to the extent such proxy is consistent with the Shareholder’s obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Each Shareholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Shareholder shall not, nor shall such Shareholder permit any controlled affiliate of such Shareholder to, nor shall such Shareholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock intended to facilitate any Company Alternative Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. Such Shareholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Shareholder not commit or agree to, directly or indirectly, sellthrough any officer, transferdirector, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law agent or otherwise), either voluntarily enter into, solicit, initiate, conduct or involuntarily (collectivelycontinue any discussions or negotiations with, “Transfer”)or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Subject Shares (or beneficial ownership thereof or person, other than Parent, relating to any other interest therein) or any rights to acquire any securities or equity interests Company Alternative Proposal. Each Shareholder hereby represents that, as of the Companydate hereof, it is not engaged in discussions or enter into negotiations with any Contract, option, call or party other arrangement than Parent with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUsAlternative Proposal. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 5, each Shareholder severally and not jointly covenants and Shareholder, in its capacity as such, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Shareholders Meeting or at any adjournment, postponement or adjournment thereof, and continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote, consent, adoption vote or other approval with respect to the Merger Agreement, and the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such each Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s the Subject Shares (Aand each class thereof) held by such Shareholder (i) in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and the approval and adoption of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldAgreement; and (Bii) except with the written consent of Parent and Merger Sub, against any Takeover Company Acquisition Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any such vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including counted for purposes of determining whether that a quorum is presentpresent and for purposes of recording the results of such vote. The obligations Each Shareholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Each Shareholder shall not, and shall agrees not commit or agree to, directly or indirectly, (i) sell, transfer, tender, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, a “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contractagreement, option, call option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any or all of the Subject Shares, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the Transfer (including any profit-sharing or other derivative arrangementextent such proxy is consistent with such Shareholder’s obligations under Section 3(a) of hereof), deposit any Subject Shares (into any voting trust or beneficial ownership thereof enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any other interest therein) or any rights to acquire any securities or equity interests of the CompanySubject Shares, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” manner consistent with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (csuch Shareholder’s obligations under Section 3(a) (i) hereof. Such Shareholder further agrees not to, and shall cause its affiliates not to, commit or agree to take any of the foregoing actions or take any action inconsistent that may reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the transactions contemplated byforegoing or anything to the contrary set forth in this Agreement, each Shareholder may Transfer any or all of the Subject Shares (i) by will, or the terms ofby operation of law, in which case this Agreement shall bind the transferee, or the Merger Agreement. Such Shareholder hereby consents (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and approves the actions taken charitable organizations or by the Board of Directors distribution to partners, members, shareholders or affiliates of the Company in adopting Shareholder, so long as the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisaltransferee, or rights prior to dissent from the Mergersuch Transfer, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term “Constructive Sale” shall mean a short sale with respect to any Subject Shares, entering into or (2) alleging acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a breach futures or forward contract to deliver any Subject Shares or entering into any other or other derivative transaction that has the effect of any fiduciary duty materially changing the economic benefits and risks of any Person in connection with the negotiation and entry into the Merger Agreementownership.

Covenants of Each Shareholder. During the term of this Agreement, each Each Shareholder severally and not jointly covenants ------------------------------ and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment or postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all the Subject Shares of such Shareholder’s Subject Shares Shareholder (Aowned of record or beneficially) in favor of, and shall consent in writing to (or cause to be consented in writing to), the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date Agreement. (b) At any meeting of the shareholders of the Company Company, or at any adjournment or postponement thereof, or in any other circumstances upon which any of a vote, consent, adoption or other approval (including by written consent solicitation) is sought, such Shareholder shall vote (or cause to be voted) all the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval Subject Shares of such matters on the date on which the meeting is held; and Shareholder (Bowned of record or beneficially) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall notagainst, and shall not commit consent in writing to (and shall cause not to be consented in writing to), any of the following (or agree toany agreement to enter into, directly effect, facilitate or indirectlysupport any of the following): (i) any Company Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (or any of them) would constitute a Company Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Articles of ------------------------ Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of the Company Common Stock (collectively, "Frustrating Transactions"). ------------------------ (c) Other than pursuant to this Agreement, such Shareholder shall not (i) sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “"Transfer”"), or consent to or permit any Transfer of, any -------- Subject Shares (or beneficial ownership thereof of such Shareholder or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call option or other arrangement (including any profit sharing arrangement) with respect to the Transfer (including of, or the creation or offer of any profit-sharing or other derivative arrangement) of security in respect of, any Subject Shares of such Shareholder, to or with any person or (ii) enter into any voting arrangement, whether by proxy, voting agreement or beneficial ownership thereof otherwise, with respect to any Subject Shares of such Shareholder, and shall not commit or agree to take any of the foregoing actions. Such Shareholder shall not, nor shall such Shareholder permit any entity under such Shareholder's control to, deposit any Subject Shares of such Shareholder in a voting trust. (d) Such Shareholder shall not, nor shall such Shareholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or partner of such Shareholder or any other interest therein) of its Subsidiaries or any rights Representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action designed to acquire facilitate, any securities Alternative Transaction or equity interests of the CompanyFrustrating Transaction, (ii) enter into any agreement with respect to any person other than pursuant Alternative Transaction or Frustrating Transaction or (iii) except to this Agreement or the extent the Company shall have previously done so in accordance with Section 4.02(a) of the Merger Agreement, unless such Transfer is to an Affiliate whoenter into, prior continue or otherwise participate in any discussions or negotiations regarding, or furnish to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise person any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” information with respect to the exercise to, or vesting of otherwise cooperate in any Company Stock Options way with, or Company RSUsassist or participate in any effort or attempt by any person with respect to, any Alternative Transaction or Frustrating Transaction. (ce) (i) Such Shareholder shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and the Merger Agreement. Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, by this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken transactions contemplated by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (f) Such Shareholder shall not, nor shall such Shareholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or partner of such Shareholder or any of its Subsidiaries or any Representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the voting and option agreement dated the date hereof among Parent and certain shareholders of the Company and the voting agreement dated the date hereof among Parent and certain Shareholders of the Company (collectively, the "Voting and Option Agreement"), the Merger or any of the other transactions contemplated by the Merger Agreement, the Voting and Option Agreement or this Agreement, except as may be required by applicable law. (g) Notwithstanding anything to the contrary contained herein, nothing in this Section 3 shall prohibit any Shareholder from, in his capacity as an officer and/or director of the Company, taking any actions, on behalf of the Company, that the Company is permitted to take under Section 4.02 of the Merger Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 5, each Shareholder severally and not jointly covenants and Shareholder, in its capacity as such, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, Shareholders Meeting or at any adjournment, postponement or adjournment thereof, and continuation thereof or in any other circumstances occurring prior to the Company Shareholders Meeting upon which a vote, consent, adoption vote or other approval with respect to the Merger Agreement, and the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such each Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s the Subject Shares (Aand each class thereof) held by such Shareholder (i) in favor of, and shall consent to (or cause to be consented to), of the approval of the Merger Agreement and the approval and adoption of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is heldAgreement; and (Bii) except with the written consent of Holdings, against any Takeover Acquisition Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any such vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect ensure that it is duly counted, including counted for purposes of determining whether that a quorum is presentpresent and for purposes of recording the results of such vote. The obligations Each Shareholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Each Shareholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (collectively, a "Transfer") or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any person, other than in accordance with the Merger Agreement, or (ii) grant any proxies (other than the Company proxy card in connection with the Company Shareholders Meeting if and to the extent such proxy is consistent with the Shareholder's obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Such Shareholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Shareholder shall not, nor shall such Shareholder permit any controlled affiliate of such Shareholder to, nor shall such Shareholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a "solicitation" (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock intended to facilitate any Acquisition Proposal or to cause shareholders of the Company not to vote to approve and adopt the Merger Agreement. Such Shareholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Shareholder not commit or agree to, directly or indirectly, sellthrough any officer, transferdirector, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law agent or otherwise), either voluntarily enter into, solicit, initiate, conduct or involuntarily (collectivelycontinue any discussions or negotiations with, “Transfer”)or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Subject Shares (or beneficial ownership thereof or person, other than Holdings, relating to any other interest therein) or any rights to acquire any securities or equity interests Acquisition Proposal. Each Shareholder hereby represents that, as of the Companydate hereof, it is not engaged in discussions or enter into negotiations with any Contract, option, call or party other arrangement than Holdings and Merger Sub with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUsAcquisition Proposal. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

Covenants of Each Shareholder. During the term of this AgreementEach Shareholder, each Shareholder severally and not jointly jointly, covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger AgreementMerger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption consent or other approval (including by written consent) with respect to the Merger AgreementMerger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating shall, including by executing a quorum and (ii) written consent solicitation if requested by Parent, vote (or cause to be voted) all of such Shareholder’s 's Subject Shares (A) in favor of, of the adoption and shall consent to (or cause to be consented to), approval by the Company of the Merger Agreement and the approval of the Merger Agreement terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance (including the issuance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereofHunsader Shares). (b) At any meeting of the shareholdexx xx xxe Company or at any adjournment thereof or in any other circumstances upon which such Shareholder's vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) the Subject Shares of such Shareholder against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into or effect any of the following): (i) any Takeover Proposal or transaction or occurrence which if publicly proposed and offered to the Company and its shareholders (or any of them) would be the subject of a Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Amended and Restated Certificate of Incorporation or Amended and Restated By-laws or other proposal, action or transaction involving the Company or any of its subsidiaries, which amendment or other proposal, action or transaction would or could reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or to dilute in any material respect the benefits to Parent of the Merger and the other transactions contemplated by the Merger Agreement, or change in any manner the voting rights of any class or shares of Company Capital Stock (collectively, "Frustrating Transactions"). (c) Other than this Agreement, such Shareholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any Subject Shares or any interest therein or enter into any Contract, option or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any Subject Shares or any interest therein to any person other than pursuant to the Merger Agreement, unless prior to any such Transfer the transferee of such Subject Shares enters into a shareholders agreement with Parent on terms substantially identical to the terms of this Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Alternative Transaction or Frustrating Transaction or otherwise with respect to the Subject Shares. (d) Such Shareholder shall not, and shall not commit authorize or agree permit any of its subsidiaries or affiliates (other than the Company) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or other advisors or representatives to, directly or indirectly, sell(i) solicit, transferinitiate, pledge, exchange, assign, tender, encumber, hypothecate encourage or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or take any other interest thereinaction to facilitate any inquiries with respect to any Takeover Proposal or the submission of any Takeover Proposal, (ii) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement agreement with respect to the Transfer any Takeover Proposal or (including iii) participate in any profit-sharing discussions or other derivative arrangement) of any Subject Shares (negotiations regarding, or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, furnish to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” information with respect to the exercise to, or vesting of otherwise cooperate in any Company Stock Options way with, or Company RSUsassist or participate in any effort or attempt by any person with respect to, any Takeover Proposal. (c) (i) Such Shareholder shall not commit use its best efforts to take, or agree cause to take any action inconsistent be taken, all other actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by, or the terms of, this Agreement or by the Merger Agreement. . (ii) Such Shareholder shall not, and shall not authorize or permit any of its subsidiaries or affiliates (other than the Company) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or other advisors or representatives to, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and have. (Bg) agrees not If, at the time the Merger Agreement is submitted for approval to commence the shareholders of the Company, a Shareholder may be deemed, in the reasonable judgment of Parent or join inthe Company, and agrees to take all actions necessary to opt out an "affiliate" of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company for purposes of Rule 145 under the Securities Act, such Shareholder shall deliver to Parent on or any of their respective successors (1) challenging prior to the validity of, or seeking Closing Date a written agreement substantially in the form attached as Exhibit D to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (h) Such Shareholder shall execute and deliver to Parent the Escrow Agreement.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 7, each Shareholder Shareholder, severally and not jointly covenants and jointly, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) its Subject Shares in favor of the approval of the Merger and the Merger Agreement and each of the transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, each Shareholder shall vote (or cause to be voted) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Competing Transaction, and (ii) any amendment of the Company’s Declaration of Trust or Bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Mergers, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, Agreement or at any postponement or adjournment thereof, and change in any other circumstances upon which a votemanner the voting rights of Company Shares. Subject to Section 5, consent, adoption or other approval with respect each Shareholder further agrees not to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated byforegoing. (c) Except as provided in Section 4(d), each Shareholder agrees not to, after the date of this Agreement, directly or indirectly, (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the terms Transfer of, this Agreement or the Merger Agreement. Such Shareholder hereby consents any Subject Shares to and approves the actions taken by the Board of Directors of the Company in adopting any Person, other than pursuant to the Merger Agreement or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to Section 4(d), each Shareholder further agrees not to commit or agree to take any of the foregoing actions. (d) Notwithstanding the foregoing, each Shareholder shall have the right to Transfer its Subject Shares to a Permitted Transferee (as defined in this Section 4(d)) of such Shareholder if and recommending only if such Permitted Transferee shall have agreed in writing, in a manner acceptable in form and substance to Purchaser, (i) to accept such Subject Shares subject to the Mergerterms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement. Such Shareholder hereby “Permitted Transferee” means, with respect to any Shareholder, (A) waives any rights of appraisalother Shareholder, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence a spouse or join inlineal descendant (whether natural or adopted), and agrees to take all actions necessary to opt out sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of such Shareholder, (C) any class charitable organization described in section 170(c) of the Code, (D) any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subtrust, the Company trustees of which include only the Persons named in clause (A) or (B) and the beneficiaries of which include only the Persons named in clause (A), (B) or (C), (E) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of their respective successors which include only the Persons named in clause (1A) challenging the validity ofor (B), or seeking (F) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementreceive distributions from such trust.

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 7, each Shareholder Shareholder, severally and not jointly covenants and jointly, agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Shareholder shall vote (or cause to be voted) its Subject Shares in favor of the approval of the Merger and the Merger Agreement and each of the transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of the Company is sought, each Shareholder shall vote (or cause to be voted) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Competing Transaction, and (ii) any amendment of the Company's Declaration of Trust or Bylaws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Mergers, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, Agreement or at any postponement or adjournment thereof, and change in any other circumstances upon which a votemanner the voting rights of Company Shares. Subject to Section 5, consent, adoption or other approval with respect each Shareholder further agrees not to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with the transactions contemplated byforegoing. (c) Except as provided in Section 4(d), each Shareholder agrees not to, after the date of this Agreement, directly or indirectly, (i) Transfer or enter into any agreement, option or other arrangement (including any profit sharing arrangement) with respect to the terms Transfer of, this Agreement or the Merger Agreement. Such Shareholder hereby consents any Subject Shares to and approves the actions taken by the Board of Directors of the Company in adopting any Person, other than pursuant to the Merger Agreement or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Shares, other than pursuant to this Agreement. Subject to Section 4(d), each Shareholder further agrees not to commit or agree to take any of the foregoing actions. (d) Notwithstanding the foregoing, each Shareholder shall have the right to Transfer its Subject Shares to a Permitted Transferee (as defined in this Section 4(d)) of such Shareholder if and recommending only if such Permitted Transferee shall have agreed in writing, in a manner acceptable in form and substance to Purchaser, (i) to accept such Subject Shares subject to the Mergerterms and conditions of this Agreement and (ii) to be bound by this Agreement and to agree and acknowledge that such Person shall constitute a Shareholder for all purposes of this Agreement. Such Shareholder hereby "PERMITTED TRANSFEREE" means, with respect to any Shareholder, (A) waives any rights of appraisalother Shareholder, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence a spouse or join inlineal descendant (whether natural or adopted), and agrees to take all actions necessary to opt out sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of such Shareholder, (C) any class charitable organization described in section 170(c) of the Code, (D) any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subtrust, the Company trustees of which include only the Persons named in clause (A) or (B) and the beneficiaries of which include only the Persons named in clause (A), (B) or (C), (E) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of their respective successors which include only the Persons named in clause (1A) challenging the validity ofor (B), or seeking (F) if such Shareholder is a trust, the beneficiary or beneficiaries authorized or entitled to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementreceive distributions from such trust.

Covenants of Each Shareholder. During the term of this Agreement, each Each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At that at any meeting of the shareholders of the Company called to vote upon the Merger Agreement, Agreement or the Merger or any of the other transactions contemplated by the Merger AgreementMerger, or at any postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, Agreement or the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all the Company Shares of such Shareholder’s Subject Shares Shareholder (Aowned of record and/or beneficially) in favor of, and shall consent to (or cause to be consented to), (i) the approval of the Merger Agreement and of the Merger and each (ii) any other matter reasonably intended to facilitate the consummation of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoingMerger. In addition, including in favor of any proposal to adjourn or postpone to a later date each Shareholder agrees that at any meeting of the shareholders of the Company, or at any adjournment thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation), such Shareholder shall vote (or cause to be voted) all the Company at which Shares of Shareholder (owned of record and/or beneficially): (i) against any action or agreement that would reasonably be expected to result in a breach in any material respect of the foregoing matters are submitted for consideration and vote of the shareholders any covenant, representation or warranty or any other obligation of the Company if there are not sufficient votes under this Agreement, the Merger Agreement, or any other agreement contemplated hereby or thereby; (ii) against any Acquisition Proposal and against any other proposal for approval action or agreement that is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone or adversely affect the consummation of such matters on the date on which transactions contemplated by the meeting is heldMerger Agreement; (iii) against any change in the composition of the Company Board, other than as contemplated by the Merger Agreement or as recommended by a majority of the Company Board; and (Biv) against any Takeover Proposal; provided thatamendment to the articles of incorporation or by-laws of the Company, in each case, other than as contemplated by the Merger Agreement shall Agreement. Each Shareholder agrees not have been amended or modified without such Shareholder’s consent to (1a) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (b) Such Shareholder shall not, and shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate tender or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Company Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person Person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to (b) grant any such Transfer, is a party to this Agreement, enters proxies or power of attorney or enter into a voting agreement in form and substance reasonably acceptable or other arrangement relating to Parent or agrees to become a party to the matters covered by this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” Section 2 with respect to the exercise or vesting of any Company Stock Options or Company RSUs. Shares, and (c) (i) Such Shareholder shall not commit or agree to take deposit any action inconsistent with the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, and agrees 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, Merger Sub, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging Shares into a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementvoting trust.

Covenants of Each Shareholder. During the term of this Agreement, each Each Shareholder severally and not jointly covenants and agrees as to itself as follows: (a) At any meeting of the shareholders of the Company called to vote upon the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment or postponement or adjournment thereof, and or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) with respect to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or any Takeover Proposal, Agreement is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all the Subject Shares of such Shareholder’s Subject Shares Shareholder (Aowned of record or beneficially) in favor of, and shall consent in writing to (or cause to be consented in writing to), the approval of the Merger Agreement and the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing, including in favor of any proposal to adjourn or postpone to a later date Agreement. (b) At any meeting of the shareholders of the Company Company, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent, adoption or other approval (including by written consent solicitation) is sought, such Shareholder shall vote (or cause to be voted) all the Subject Shares of such Shareholder (owned of record or beneficially) against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the foregoing matters are submitted for consideration and vote following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal or transaction or occurrence that if proposed and offered to the Company or its shareholders (or any of them) would constitute a Company Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal, action or transaction involving the Company or any of its Subsidiaries or any of its shareholders, which amendment or other proposal, action or transaction could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement or to deprive Parent of any material portion of the benefits anticipated by Parent to be received from the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement, or change in any manner the voting rights of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and Common Stock (B) against any Takeover Proposal; provided thatcollectively, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof"Frustrating Transactions"). (bc) Such Other than pursuant to this Agreement, such Shareholder shall not, and shall not commit or agree to, directly or indirectly, (i) sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate assign or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares (or beneficial ownership thereof of such Shareholder or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call option or other arrangement (including any profit sharing arrangement) with respect to the Transfer (including of, or the creation or offer of any profit-sharing or other derivative arrangement) of security in respect of, any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Companysuch Shareholder, to or with any person other than pursuant to this Agreement or the Merger Agreement(ii) enter into any voting arrangement, unless such Transfer is to an Affiliate whowhether by proxy, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” otherwise, with respect to the exercise or vesting any Subject Shares of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder such Shareholder, and shall not commit or agree to take any action inconsistent with of the transactions contemplated byforegoing actions. Such Shareholder shall not, nor shall such Shareholder permit any entity under such Shareholder's control to, deposit any Subject Shares of such Shareholder in a voting trust. (d) Such Shareholder shall not, nor shall such Shareholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer, employee or partner of such Shareholder or any of its Subsidiaries or any Representative of such Shareholder or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action designed to facilitate, any Alternative Transaction or Frustrating Transaction, (ii) enter into any agreement with respect to any Alternative Transaction or Frustrating Transaction or (iii) except to the terms of, this Agreement or extent the Company shall have previously done so in accordance with Section 4.02(a) of the Merger Agreement. Such Shareholder hereby consents to and approves the actions taken by the Board of Directors of the Company , enter into, continue or otherwise participate in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisaldiscussions or negotiations regarding, or rights furnish to dissent from the Mergerany person any information with respect to, that such Shareholder may have and (B) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class otherwise cooperate in any class action way with, or assist or participate in any effort or attempt by any person with respect to, any claimAlternative Transaction or Frustrating Transaction. (e) Such Shareholder shall use its commercially reasonable efforts to take, derivative or otherwisecause to be taken, against Parentall actions and to do, Merger Subor cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision of transactions contemplated by this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with and the negotiation and entry into the Merger Agreement.Merger

Covenants of Each Shareholder. During Until the term termination of this AgreementAgreement in accordance with Section 7, each Shareholder Shareholder, severally and not jointly covenants and jointly, agrees as to itself as follows: (a) At any meeting of the shareholders Shareholders of the Company called to vote upon the Merger and/or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and/or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement (as it may be amended from time to time, provided that such amendment is not materially adverse to such Shareholder) and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any vote cast in accordance with this Section 3(a) or in accordance with Section 3(b) shall be cast in such manner as will insure that such vote is duly counted for purposes of determining whether a quorum is present and for purposes of determining the result of such vote. (b) At any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (A) any Acquisition Proposal (as such term is defined in the Merger Agreement) or (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement (as it may be amended from time to time, provided such amendment is not materially adverse to such Shareholder), or any of the other transactions contemplated by the Merger AgreementAgreement or change in any manner the voting rights of the Common Stock. Subject to Section 10, the Shareholder further agrees not to enter into any agreement, and not to commit or agree to take any action, inconsistent with the foregoing. (c) The Shareholder shall not, prior to the earliest of (I) the Effective Time and (II) the termination of the Merger Agreement in accordance with its terms, (X) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "TRANSFER"), or at consent to or cause any postponement Transfer of, any or adjournment thereofall of such Shareholder's Subject Shares (or the Subject Shares owned by any person or entity controlled, and in directly or indirectly, by such Shareholder) or any other circumstances upon which a voteinterest therein or enter into any contract, consent, adoption option or other approval arrangement (including any profit sharing arrangement) with respect to the Merger AgreementTransfer of, such Subject Shares to any person other than pursuant to the Merger terms of the Merger, except to a person or entity who, as a condition of such Transfer agrees to be bound by the provisions of this Agreement and provides such other representations, warranties and covenants relating to the subject matter hereof as Parent may reasonably request or (Y) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Acquisition Proposal and agrees not to commit or agree to take any of the other transactions contemplated by foregoing actions. (d) Subject to Section 10 hereof, until after the Merger Agreement, is consummated or any Takeover Proposal, is sought, such Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted) all of such Shareholder’s Subject Shares (A) in favor of, and shall consent to (or cause to be consented to), the approval of the Merger Agreement and of is terminated, the Shareholder shall use reasonable efforts to take, all actions necessary, proper or advisable to consummate the Merger and each of the other transactions contemplated by the Merger Agreement and any related proposal in furtherance of the foregoing(as it may be amended from time to time, including in favor of any proposal provided such amendment is not materially adverse to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held; and (B) against any Takeover Proposal; provided that, in each case, the Merger Agreement shall not have been amended or modified without such Shareholder’s consent to (1) decrease the Merger Consideration or (2) change the form of Merger Consideration. Any vote required to be cast or consent required to be executed pursuant to this Section 3(a) shall be cast or given by such Shareholder in accordance with such procedures relating thereto so as to reasonably expect that it is duly counted, including for purposes of determining whether a quorum is present. The obligations of this Section 3(a) shall apply whether or not the Merger or any action described above is recommended by the Board of Directors of the Company (or any committee thereof). (be) Such Shareholder shall notShareholder, and any beneficiary of a revocable trust for which such Shareholder serves as trustee, shall not commit or agree to, directly or indirectly, sell, transfer, pledge, exchange, assign, tender, encumber, hypothecate or otherwise dispose of (including by gift, merger (including by conversion into securities or other consideration) or tendering into a tender or exchange offer), by operation of law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) of any Subject Shares (or beneficial ownership thereof or any other interest therein) or any rights to acquire any securities or equity interests of the Company, to any person other than pursuant to this Agreement or the Merger Agreement, unless such Transfer is to an Affiliate who, prior to any such Transfer, is a party to this Agreement, enters into a voting agreement in form and substance reasonably acceptable to Parent or agrees to become a party to this Agreement pursuant to a customary joinder agreement; provided that nothing contained herein shall restrict the ability of such Shareholder to exercise any Company Stock Options for Company Common Shares or elect and engage in a “net settlement” with respect to the exercise or vesting of any Company Stock Options or Company RSUs. (c) (i) Such Shareholder shall not commit or agree to take any action inconsistent with to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by, or the terms of, by this Agreement or the Merger Agreement. Such Shareholder Each such beneficiary hereby consents to and approves the actions taken by the Board of Directors of the Company in adopting the Merger Agreement and recommending the Merger. Such Shareholder hereby (A) waives any rights of appraisal, or rights to dissent from the Merger, that such Shareholder may have and (B) agrees not to commence or join in, acknowledges and agrees 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, Merger Sub, be bound by the Company or any of their respective successors (1) challenging the validity of, or seeking to enjoin the operation of, any provision terms of this Agreement or (2) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementapplicable to it.