Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek the Company Shareholder Approval 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 Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder (owned of record or beneficially) entitled to vote thereon in favor of, and shall consent to (or cause to be consented to), (i) the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of, the Merger and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter intended to facilitate the consummation of the transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder (owned of record or beneficially) against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover merger agreement, merger or other Acquisition Proposal (other than the Merger Agreement and the Merger), or (ii) any amendment of the Company Charter Company’s Articles of Incorporation or the Company Bylaws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its Subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would could reasonably be expected to prevent or 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 dilute in any material respect the benefits to Parent of the Merger and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger “Frustrating Transactions”) or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoingthat would otherwise facilitate a Frustrating Transaction. (c) Other than this Agreement, the Such Stockholder shall not (i) sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any Subject Shares or any interest therein, to any person Person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting Stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or Frustrating Transaction with respect to any Subject Shares and shall not commit Shares, other than pursuant to this Agreement. Nothing contained herein will be deemed to restrict the ability of any Stockholder to exercise any Company Stock Options in a “net exercise” or agree “cashless exercise” manner to take any the extent otherwise permitted under the terms of such Company Stock Option or the foregoing actionsplans under which they were granted. (d) The Subject to Section 11, such Stockholder shall not, and shall cause any of its Stockholder Representatives (as defined below) not to, directly or indirectly, (i) solicit, initiate or take any action to facilitate or encourage the submission of any Acquisition Proposal, (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company or any of its Subsidiaries to, otherwise cooperate in any way with, or knowingly assist, participate in, facilitate or encourage any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal, (iii) enter into any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar instrument constituting or relating to an Acquisition Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions on such Stockholder set forth in the preceding sentence by a Stockholder Representative shall be a breach of this Section by such Stockholder. Upon execution of this Agreement, such Stockholder shall, and it shall cause any of its Stockholder Representatives to, immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. To the same extent required by the Company pursuant to, and subject to the same conditions contained in, the Merger Agreement, such Stockholder shall notify Parent promptly (but in no event later than 24 hours) after receipt by such Stockholder in his, her or its capacity as such (or its Stockholder Representative) of any Acquisition Proposal, any indication that a Third Party is reasonably likely to make an Acquisition Proposal to such Stockholder in his, her or its capacity as such or of any request for information to such Stockholder in his, her or its capacity as such relating such Stockholders Subject Shares by any Third Party that is reasonably likely to make or has made an Acquisition Proposal to such Stockholder in his, her or its capacity as such, which notice shall be provided orally and in writing and shall identify the Third Party making, and the terms and conditions of, any such Acquisition Proposal, indication or request. (e) Such Stockholder shall not and shall not permit any of its Stockholder Representatives 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 any of the transactions contemplated by this Agreement without the prior written consent of Parent, except as may be required by applicable law. As used herein, the term “Stockholder Representative” means (i) for any individual Stockholder, any investment banker, attorney, accountant, consultant and any other agent, advisor or representative of such Stockholder and (ii) for any Stockholder that is not a natural person, any of such Stockholder’s Subsidiaries or any of its or their officers, directors, employees, investment bankers, attorneys, accountants, consultants and other agents, advisors, or other representatives. (f) Such Stockholder agrees not to exercise or assert, any dissenters’ or similar rights under Section 262 of the Delaware Law or other applicable law in connection with the Merger. (g) Such Stockholder shall use its all 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 hereto Parent in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders shareholders of the Company called to seek the Company Required Shareholder Approval 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 Reorganization Agreement, the Reincorporation Merger, the Share Exchange Merger Agreement or the Plan of Merger is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Required Shareholder Approval. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares Subject Shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal or transaction involving the Company or any Company SubsidiarySubsidiary of the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or the Share ExchangeMerger. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, only as to itself, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) of such stockholders with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At During the term of this Agreement, at any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) of such stockholders is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to in respect of the Subject Shares), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal and (as defined in Section 5.02(a) of the Merger Agreement); (ii) any amendment of the Company Charter Company's Articles of Incorporation or Bylaws, except with the Company Bylaws prior written consent of Parent as provided in, and in accordance with, Section 5.01(a) of the Merger Agreement; or (iii) any other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its Subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the consummation of any of the transactions contemplated by this 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 the transactions contemplated by this Agreement, or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing"Frustrating Transactions"). (c) Other than During the term of this Agreement, the such Stockholder shall not not: (i) sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or, except as may be required under the Pledge Agreements, consent to or permit any Transfer of, any Subject Shares of such Stockholder or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any such Subject Shares or any interest therein, to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger Agreement; or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Takeover Proposal (as defined in Section 5.02(a) of the Merger Agreement) or Frustrating Transaction with respect to any Subject Shares and shall not commit or agree of such Stockholder, other than pursuant to take any of the foregoing actionsthis Agreement. (d) The During the term of this Agreement, such Stockholder shall use its reasonable best efforts to takenot request that the Company register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares of such Stockholder, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effectivethan, in the most expeditious manner practicablecase of the Pledged Shares, as may be required under the Reorganization AgreementPledge Agreements, unless such Transfer is made in compliance with this Agreement (including the Plan provisions of Merger, Sections 2(h) and 2(i)). The Company shall ensure that no Transfer in violation of this Agreement shall be made or recorded on the Reincorporation Merger books of the Company and the Share Exchangeany such Transfer shall be void and of no force and effect. (e) The Subject to the following paragraph of this Section 2(e), such Stockholder hereby consents shall not, nor shall such Stockholder permit any of its Affiliates to, or authorize or permit any director, officer, employee, partner or agent of such Stockholder or any of its Affiliates, or any investment banker, attorney or other advisor or representative of such Stockholder or any of its Affiliates to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to and approves facilitate, any Takeover Proposal (as defined in Section 5.02(a) of the actions taken Merger Agreement) or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal (as defined in Section 5.02(a) of the Merger Agreement) or Frustrating Transaction, or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any Person with respect to, any Takeover Proposal (as defined in Section 5.02(a) of the Company Board in approving the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.) or

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, only as to itself, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder (owned of record or beneficially) in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder (owned of record or beneficially) against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal and or (ii) any amendment of the Company Charter Company's Amended and Restated Certificate of Incorporation or the Company Bylaws Amended and Restated By-laws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would 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 dilute in any material respect the benefits to Parent of the Merger and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing"Frustrating Transactions"). (c) Other than this Agreement, the Such Stockholder shall not (i) prior to the Stockholders Meeting, sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any Subject Shares or any interest therein, to any person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Takeover Proposal or Frustrating Transaction with respect to any Subject Shares and shall not commit or agree Shares, other than pursuant to take any of the foregoing actionsthis Agreement. (d) The Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize or permit any director, officer, employee or partner of such Stockholder or any of its subsidiaries, or any investment banker, attorney or other advisor or representative of such Stockholder or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Takeover Proposal or Frustrating Transaction. Notwithstanding the foregoing and notwithstanding Section 3(e), nothing in this Agreement shall limit or restrict a Stockholder that is a director of the Company or limit or restrict a partner or an employee or agent of a Stockholder that is a director of the Company from acting in his or her or its capacity as a member of the Board of Directors of the Company to the extent that such Board of Directors is engaging in activities expressly and specifically permitted under the proviso to Section 4.02(a) of the Merger Agreement. (i) Such Stockholder shall use his or her or 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization transactions contemplated by this Agreement and the Merger Agreement. Such Stockholder shall not commit or agree to take any action inconsistent with the transactions contemplated by this Agreement or the transactions contemplated by the Merger Agreement. (ii) Such Stockholder shall not, and such Stockholder shall not permit any of its subsidiaries to, or authorize or permit any director, officer, employee or partner of such Stockholder or any of its subsidiaries or any investment banker, attorney or other advisor or representative of such Stockholder 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 Plan Merger or any of Mergerthe other transactions contemplated by the Merger Agreement or any of the transactions contemplated by this Agreement without the prior written consent of Parent, the Reincorporation Merger and the Share Exchangeexcept as may be required by applicable law. (ef) Such Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such Stockholder may have. (g) (i) If (A) the Termination Fee becomes payable pursuant to Section 5.06(b) of the Merger Agreement and a Takeover Proposal is consummated or (B) a Takeover Proposal made by Parent (including any amendment of the Merger Agreement) which provides for Transaction Consideration in excess of $4.65 (the "Deal Price") per share is consummated (any Takeover Proposal referred to in clause (A) or (B) above is referred to herein as a "Transaction"), then such Stockholder shall pay to Parent an amount in cash equal to such Stockholder's Profit; provided, however, that if all or any part of the Transaction Consideration which such Stockholder is entitled to receive is not cash, then such Stockholder's Profit shall be paid to Parent in each type of consideration paid to such Stockholder and in the same proportions as the types of consideration comprising the Transaction Consideration which such Stockholder is entitled to receive, in each case determined at the close of business on the date of the consummation of the Transaction, such that (A) in respect of Transaction Consideration to be paid to such Stockholder in cash, Parent shall be paid Profits by such Stockholder in cash in an amount equal to the aggregate Transaction Consideration to be paid to such Stockholder in cash multiplied by a fraction (a) the numerator of which is equal to such Stockholder's Profit and (b) the denominator of which is equal to the aggregate Transaction Consideration to be received by such Stockholder (such fraction, the "Profit Percentage"), (B) in respect of Transaction Consideration to be paid to such Stockholder in the form of securities, Parent shall be paid Profits by such Stockholder, for each type of securities to be so paid, in the form of that number of such securities that is equal to the total number of such securities to be paid to such Stockholder multiplied by the Profit Percentage, and (C) in respect of Transaction Consideration to be paid to such Stockholder in consideration of a type other than cash or securities, Parent shall be paid Profits by such Stockholder in the form of such type of consideration and in an amount equal to the aggregate fair market value of such consideration to be paid to Stockholder, with such fair market value determined as of the date of the consummation of the Transaction, multiplied by the Profit Percentage; provided, however, that all such determinations shall be made as of the close of business on the date of the consummation of the relevant Transaction without any regard to any events or circumstances occurring thereafter (such as changes in the trading price of any securities). Such Profits shall be paid to Parent, for each type of consideration, within five business days after the receipt by such Stockholder of such consideration. Any payment of Profit under this Section 3(g) shall (A) if paid in cash, be paid by wire transfer of same day funds to an account designated by Parent, and (B) if paid through the transfer of securities or other non-cash consideration, be paid through the delivery of such securities or other non-cash consideration, suitably endorsed or otherwise documented for transfer (if applicable), to Parent at its address set forth in Section 8.02 of the Merger Agreement. (ii) The "Profit" of each Stockholder hereby consents to and approves shall mean, as of the actions taken by close of business on the Company Board in approving the Reorganization Agreementdate of consummation of a Transaction, the Plan amount (if a positive number) equal to (A) the product of Merger(1) the Transaction Consideration which such Stockholder is entitled to receive minus the Deal Price (as determined at such time) multiplied by (2) the number of Subject Shares held by such Stockholder on the date of this Agreement (other than any Subject Shares sold, the Reincorporation Merger transferred and the Share Exchangedelivered to Parent or its designee pursuant to Section 3(h) hereof), minus (B) any Profit Taxes.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, 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 is sought, such Stockholder shall (i) when a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company or Parent for written consent, if any, and (ii) vote (or cause to be voted) all the Subject Shares of such Stockholder (owned of record or beneficially) in favor of, and consent to (or cause to be consented to), the approval of (A) the Merger Agreement, the Merger and each of the other transactions contemplated by the Merger Agreement, in each case whether or not the Board of Directors of the Company recommends such approval, and (B) any “golden parachute” compensation agreements and understandings subject to Section 14A(b)(1) of the Securities Exchange Act of 1934. (b) At any meeting of the stockholders of the Company and at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, such Stockholder shall (i) when a meeting is held, appear at such meeting or otherwise cause the Stockholder shallSubject Shares to be counted as present thereat for the purpose of establishing a quorum, including by executing a written consent solicitation if requested and respond to each request by the CompanyCompany or Parent for written consent, cause its shares to be present in person or by proxy for purposes of constituting a quorum if any, and (ii) vote (or cause to be voted) all the Subject Shares of such Stockholder (owned of record or beneficially) against, and not consent to (and cause not to be consented to), any of the Stockholder in favor following (or any agreement to enter into, effect, facilitate or support any of granting the Company Shareholder Approval. following): (bA) At any meeting of stockholders of merger agreement or merger involving the Company or at any adjournment thereof or in any other circumstances upon which Acquisition Proposal (other than the Stockholder’s voteMerger Agreement and the Merger), consent or other approval (including by written consent) is soughtproposal, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal action or transaction involving the Company or any Company Subsidiaryof its Stockholders, which amendment or other proposal proposal, action or transaction would in any manner impede, frustrate, could reasonably be expected to prevent or nullify any provision impede or interfere or delay the consummation of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, (B) any change in the Company’s present capitalization or dividend policy or any amendment or other change to the Company’s Certificate of Incorporation or Bylaws, or (C) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person (other than the Merger), in each case whether or not commit the Board of Directors of the Company recommends approval of such proposal, action or agree to take any action inconsistent with the foregoingtransaction (collectively, “Frustrating Transactions”). (c) Other than this Agreement, the Such Stockholder shall not (i) sellsell (constructively or otherwise), transfer, pledge, assign assign, hypothecate, grant, encumber, gift, tender into any tender or exchange offer or otherwise dispose of (including whether by giftsale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any Subject Shares or beneficial ownership or voting power thereof or therein, to any person Person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreementAgreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or Frustrating Transaction with respect to any Subject Shares Shares, other than pursuant to this Agreement, or (iii) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement; provided, however, prior to the consummation of the Merger, Xxxxx X. XxXxxxx may Transfer record ownership of the shares set forth on Schedule C hereto, in accordance with the transfer description set forth on Schedule C hereto, provided and only to the extent that Xxxxx X. XxXxxxx remains the beneficial owner of such shares following such Transfer. In the event of a Transfer in violation of this provision, such Stockholder shall not commit instruct the Company that such Transfer shall be void. Such Stockholder understands and agrees that if such Stockholder attempts to Transfer, vote or agree provide any other person with the authority to take vote any of the foregoing actionsSubject Shares, other than in compliance with this Agreement, such Stockholder shall instruct the Company to not, (i) permit any such Transfer on its books and records, (ii) issue a new certificate representing any of the Subject Shares or (iii) record any such vote unless and until such Stockholder shall have complied with the terms of this Agreement. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal, dissenters’ or similar rights under Section 262 of Delaware Law or other applicable law in connection with the Merger. (e) In the event that a Stockholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional securities of the Company or other voting interests with respect to the Company, such securities or voting interests shall, without further action of the parties, be subject to the provisions of this Agreement, and the number and kind of Subject Shares held by such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and such securities or voting interests shall automatically become subject to the terms of this Agreement. Such Stockholder shall promptly notify Parent and the Company of any such event. (f) Prior to the Termination Date (as defined below), such Stockholder shall not, and shall not authorize or permit to the extent applicable any of its Subsidiaries or any of its or their respective directors, officers, employees, investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives, directly or indirectly, to: (i) solicit, initiate, endorse, encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal; (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal; (iii) execute or enter into any agreement constituting or relating to any Acquisition Proposal, or approve or recommend or propose to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize, propose or agree to do any of the foregoing actions); or (iv) make, or in any manner participate in, a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of shares of capital stock of the Company intending to facilitate any Acquisition Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement. (g) Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person conducted heretofore with respect to any of the matters described in Section 2(f) above.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, (a) Each Stockholder covenants and agrees that as followspromptly as practicable following the execution and delivery of the Merger Agreement by the parties thereto, such Stockholder shall cause each record holder of such Stockholder's Subject Shares to: (ai) At any meeting consent in writing to the adoption of the stockholders Merger Agreement and the approval of the Company called to seek Merger and the Company Shareholder Approval or at any adjournment thereof or in any other circumstances upon which transactions contemplated thereby, without a votemeeting, consent or other approval (including by written consent) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the Stockholder shall, including without prior notice and without a vote by executing a written consent solicitation if requested by Principal Stockholder Consent in the Company, cause its shares form of Exhibit A hereto covering all such record holder's Subject Shares; and (ii) deliver such Principal Stockholder Consent to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder ApprovalSecretary. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent or other approval (including by written consent) of stockholders is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes direct the voting of constituting a quorum and vote (or cause to be voted) the its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, joint venture dissolution, liquidation or winding up of or by the Company or any other business combination involving the Company, (ii) any Takeover Proposal and (iiiii) any amendment or other change of the Company Charter Certificate or the Company Bylaws By-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its Subsidiaries, which amendment or other proposal or transaction would in any manner could reasonably be expected to impede, frustrate, prevent or nullify any provision of the Reorganization this Agreement, the Plan of MergerMerger Agreement, the Reincorporation Debt Offer Documents or the consummation of the Merger or any other transactions contemplated hereby or thereby or change in any manner the Share Exchangevoting rights of any class of Company Common Stock or Company Preferred Stock. The Each Stockholder shall not, and shall not permit the record holder of any of its Subject Shares to, commit or agree to take any action inconsistent with the foregoing. (c) Other than pursuant to the terms of this Agreement, the each Stockholder shall not not, directly or indirectly, (i) other than pursuant to the Merger, sell, transfer, pledge, assign or otherwise dispose of (including by giftgift or by operation of law) (collectively, “"Transfer”"), or enter into any Contract, option Contract or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, or any profit sharing arrangement relating to, any Subject Shares to or with any person, except an Affiliate of such Stockholder or the account or person other than pursuant for whom such Stockholder is acting on behalf of with respect to the Transactions, unless such Subject Shares; provided that prior to any such Transfer the transferee Transfer, or entering into such Contract or arrangement, such Affiliate, account or person (or such Stockholder acting on behalf of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement Affiliate or agrees to person) shall become a party to this Agreement in respect of such Subject Shares pursuant to a customary joinder agreement, agreement satisfactory to Parent or (ii) enter into any voting arrangement, whether by proxyproxy (or written consent in lieu thereof), voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. In furtherance of the foregoing, each Stockholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect. (d) The Each Stockholder shall not, nor shall it authorize or permit any Representative of such Stockholder to, directly or indirectly, (i) solicit, initiate or encourage any inquires or the making of any proposal that constitutes a Takeover Proposal or (ii) enter into, continue or participate in any discussions or negotiations regarding, or furnish to any person any information relating to the Company in connection with, or otherwise cooperate in any way, any Takeover Proposal. Each Stockholder shall, and shall cause each Representative of such Stockholder to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Takeover Proposal. (e) Each Stockholder shall use its commercially 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 hereto in doing, all things necessary, proper or advisable reasonably requested by Parent from such Stockholder to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger and the other transactions contemplated hereby and by the Merger Agreement as in effect on the date hereof. Each Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Plan Merger or any other transactions contemplated hereby or by the Merger Agreement without the written consent of MergerParent (which consent shall not be unreasonably withheld or delayed), except as may be required by applicable Law or court process and after consultation with, and having provided an opportunity for review and comment on such press release or other public statement by Parent to the Reincorporation Merger and the Share Exchangeextent practicable. (ef) The Each Stockholder hereby consents to and adopts and approves the actions taken by the Board of Directors of the Company Board in adopting, approving the Reorganization and declaring advisable this Agreement, the Plan of MergerMerger Agreement, the Reincorporation Merger and the Share Exchangeother transactions contemplated hereby or thereby. Each Stockholder hereby waives, and agrees, and shall cause the record holder of its Subject Shares to waive, and agree, not to exercise or assert, any appraisal rights under Section 262 in connection with the Merger.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, Each Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder (owned of record or beneficially) in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the Merger. (b) At any meeting of the stockholders of the Company Company, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder (owned of record or beneficially) against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal or any transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute a Company Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company Charter Certificate or the by-laws of the Company Bylaws or any other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its Subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would 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 this Agreement or to deprive Parent of any material portion of the benefits 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 impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock or any other capital stock or voting interests or securities of the Company (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing"Frustrating Transactions"). (c) Other than pursuant to the Merger Agreement or this Agreement, the such Stockholder shall not (i) sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares of such Stockholder or any interest therein, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, or the creation or offer of any derivative security in respect of, any Subject Shares of such Stockholder (or any interest therein), to or with any person other than pursuant than, in the case of the Primary Stockholder to the Transactions, unless prior Citigroup Inc. or any of its direct or indirect subsidiaries which shall have agreed to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of be bound by this Agreement or agrees as a Stockholder by a written agreement reasonably satisfactory to become a party Parent that has been delivered to this Agreement pursuant to a customary joinder agreementParent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares of such Stockholder, and shall not commit or agree to take any of the foregoing actions. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares of such Stockholder in a voting trust. (d) The Such Stockholder shall not, nor shall such Stockholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer or employee of such Stockholder or any of its Subsidiaries or any Representative of such Stockholder or any of its Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Alternative Transaction or Frustrating Transaction, (ii) enter into any agreement with respect to any Alternative Transaction or Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Alternative Transaction or Frustrating Transaction. (e) Such Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization transactions contemplated by this Agreement. Such Stockholder shall not commit or agree to take any action inconsistent with the transactions contemplated by this Agreement. (f) Such Stockholder shall not, nor shall such Stockholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer or employee of such Stockholder or any of its Subsidiaries or any Representative of such Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement or announcement with respect to the Merger Agreement, this Agreement, the Plan Merger or any of Mergerthe other transactions contemplated by the Merger Agreement or this Agreement, without the Reincorporation Merger and the Share Exchangeprior written consent of Parent, except as may be required by applicable law. (eg) The Notwithstanding anything to the contrary contained herein, nothing in this Section 3 shall prohibit any Stockholder hereby consents to and approves from, in his capacity as an officer and/or director of the actions taken by Company, taking any actions, on behalf of the Company, that the Board of Directors of the Company Board in approving is permitted to take under Section 4.02 of the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance Each Stockholder, acting as a stockholder of the Company (or warrantholder of the Company with its terms, each Stockholderrespect to Section 3(i)) and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) At Without in any way limiting each Stockholder's right to vote its Subject Shares in its sole discretion with respect to any other matters, at any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal and or (ii) any amendment of the Company Charter Company's Fourth Amended and Restated Certificate of Incorporation or the Company Bylaws By-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify nullify, or result in a breach of any provision covenant, representation or warranty or any other obligation of the Reorganization AgreementCompany under or with respect to, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Stockholder shall not, nor shall it authorize or permit any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of, the Stockholder (collectively, the "Stockholder Representatives") to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder, whether or not such person is purporting to act on behalf of such Stockholder, shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposal. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Plan of MergerMerger Agreement, the Reincorporation Merger and or any other transaction contemplated by this Agreement or the Share ExchangeMerger Agreement without the prior written consent of Parent, except as may be required by Applicable Law. (ef) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other Applicable Law in connection with the Merger. (i) In the event that the Termination Fee shall become unconditionally payable pursuant to the terms of the Merger Agreement, each Stockholder shall pay to Parent an amount equal to fifty percent (50%) of all profit (determined in accordance with Section 3(h)(ii)) of such Stockholder, solely in his, her or its capacity as a stockholder of the Company, from the consummation of any Takeover Proposal (such amount to be payable immediately following the consummation of such Takeover Proposal). (ii) For purposes of this Section 3(h), the profit of any Stockholder, solely in his, her or its capacity as a stockholder of the Company, from the consummation of any Takeover Proposal shall equal (A) the aggregate consideration received by such Stockholder, solely in his, her or its capacity as a stockholder of the Company, as a result of the consummation of such Takeover Proposal, valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (B) the fair market value, on the date of sale or other disposition, of all Subject Shares of such Stockholder sold or otherwise disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the product of $7.41 and the number of Subject Shares owned by such Stockholder, which amount is payable to such Stockholder pursuant to the Merger Agreement, as in effect on the date hereof (the "Original Merger Consideration"). (iii) In the event that (A) prior to the Effective Time, a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) the Effective Time shall have occurred and Parent for any reason shall have increased the amount of the Original Merger Consideration, each Stockholder shall pay to Parent on demand an amount in cash equal to the product of (x) the number of Subject Shares of such Stockholder and (y) 50% of the excess, if any, of (I) the per share cash consideration or the per share fair market value of any non-cash consideration, as the case may be, received by the Stockholder as a result of the consummation of the Merger, pursuant to the Merger Agreement as in effect on the date of such consummation, determined as of the Effective Time of the Merger, over (II) the Original Merger Consideration. (iv) For purposes of this Section 3(h), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on The Nasdaq Stock Market shall be equal to the average closing price per share of such security as reported on such exchange or The Nasdaq Stock Market for the five trading days immediately preceding the date of determination; and (B) consideration which is other than cash or securities of the form specified in clause (A) of this Section 3(h)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by Parent and the Stockholder owning the largest number of Subject Shares as set forth on Schedule A attached hereto within 10 business days prior to the event requiring the selection of such investment banking firm; provided, however, that if such parties are unable to agree within two business days prior to the date of such event as to the investment banking firm, then such parties shall each select one investment banking firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the one hand, and the Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (v) Any payments under this Section 3(h) shall be paid to Parent as designated by it with the same kind of consideration received by each Stockholder in the transaction giving rise to such payment obligation. (i) As set forth on Schedule B attached hereto, each Stockholder who also holds Warrants exercisable for Company Common Stock (as set forth opposite his, her or its name on Schedule B attached hereto) hereby consents to the lump sum cash payment as specified in Section 5.04(b) of the Merger Agreement and the concurrent cancelation of such Warrants. The Stockholder does not own, of record or beneficially, any Warrants exercisable for Company Common Stock other than the Warrants set for opposite his, her or its name on Schedule B attached hereto.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, Each Stockholder severally and not jointly, covenants and agrees agrees, during the term of this Agreement, as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, or 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 is sought, such Stockholder 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 Stockholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement; provided, that in each case, the Merger Agreement shall not have been amended or modified without such Stockholder’s consent (1) to decrease the Merger Consideration, (2) to change the form of Merger Consideration or (3) otherwise in a manner adverse to such Stockholder. Such Stockholder shall be free to vote (or cause to be voted) all of its remaining shares of Company Common Stock in excess of the Subject Shares as it determines in its sole discretion. (b) At any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the all of such Stockholder’s Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval. against, and shall not (band shall not commit or agree to) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) consented to), any of the Subject Shares against following: (i) any Company Takeover Proposal and or any Acquisition Agreement constituting or relating to any Company Takeover Proposal or (ii) any amendment of the Company Charter or the Company Bylaws (other than pursuant to and as permitted by the Merger Agreement) or any other proposal proposal, action, agreement or transaction involving which, in the case of this clause (ii), would (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or any Company Subsidiaryof the Stockholders contained in this Agreement, which amendment (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Merger or the other proposal transactions contemplated by the Merger Agreement or transaction would by this Agreement, or (C) change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (the matters described in clauses (i) and (ii), collectively, the Plan of Merger“Vote-Down Matters”); provided, that in each case, the Reincorporation Merger or the Share Exchange. The Stockholder Agreement shall not commit have been amended or agree modified without such Stockholder’s consent (1) to take any action inconsistent with decrease the foregoingMerger Consideration, (2) to change the form of Merger Consideration or (3) otherwise in a manner adverse to such Stockholder. (c) Other than this AgreementWith respect to the Stockholders, “Subject Shares” shall mean, as of any date of determination, a number of shares of Company Common Stock in the Stockholder shall not aggregate equal to the lesser of (i) sell, transfer, pledge, assign or otherwise dispose 25% of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee total number of outstanding shares of Company Common Stock as of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or date and (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any the number of the foregoing actions. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan shares of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken Company Common Stock held by the Company Board in approving the Reorganization Agreement, the Plan Stockholders as of Merger, the Reincorporation Merger and the Share Exchangesuch date.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 10, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) In connection with the closing of the purchase and sale contemplated under Section 2 of this Agreement (other than pursuant to the Offer), each Stockholder agrees to deliver, either to Sub or as directed by Parent, all certificates evidencing the Subject Shares held by such Stockholder, duly endorsed in blank for transfer, or accompanied by stock powers and such other documents as may be necessary in Parent's judgment to transfer record ownership of the Subject Shares to Sub or as directed by Parent. (b) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (bc) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any Company Takeover Proposal and Alternative Transaction as such term is defined in Section 6.2 of the Merger Agreement, (ii) any amendment of the Company Charter Company's articles of organization or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. The Subject to Section 12, the Stockholder shall further agrees not commit to enter into any agreement or agree to take any action inconsistent with the foregoing. (cd) Other than this Agreement, the The Stockholder shall not not, prior to the earliest of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms, (A) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to any Transfer of, any or all of such Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement the Offer or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (iiB) enter into any voting arrangement, directly or indirectly, whether by proxy, voting agreement or otherwise, with in respect of the Subject Shares, and the Stockholder agrees not to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (de) The Such Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall use its reasonable best efforts not take any action to takerevoke or terminate such trust or take any other action which would restrict, limit or cause frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken bound by the Company Board in approving the Reorganization Agreement, the Plan terms of Merger, the Reincorporation Merger and the Share Exchangethis Agreement applicable to it.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 7, each Stockholder, Stockholder severally and not jointly, covenants and jointly agrees as follows: (a) At any meeting of the stockholders Stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval.by (b) At any meeting of stockholders Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Acquisition Proposal and as such term is defined in Section 6.8(a) of the Merger Agreement or (ii) any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Common Stock. The Stockholder shall further agrees not commit or agree to take enter into any action agreement inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not 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”"), consent to any Transfer of, any or all of such Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement the Offer or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (iiy) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect in connection with, directly or indirectly, any Acquisition Proposal and agrees not to any Subject Shares and shall not commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, at any time prior to the expiration of the Offer, Mr. Rod Xxxxxxxxx xxx Transfer up to 300,000 Subject Shares by gift, subject to the approval of Parent. (d) The Stockholder shall use its reasonable best efforts Subject to takethe terms of Section 9, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with during the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization term of this Agreement, the Plan Stockholder shall not, nor shall it permit any investment banker, financial advisor, attorney or accountant retained by, or other advisor or representative of, such Stockholder to, directly or indirectly (i) solicit, initiate or encourage (including by way of Mergerfurnishing non-public information), the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.or take any other action

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, Each Stockholder jointly and severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any postponement or adjournment thereof, 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 is sought, such Stockholder 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 Stockholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), the adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) Prior to the date that is the later of (x) the date of the meeting of the stockholders of the Company called to vote upon the Merger Agreement and (y) six months from the date of this Agreement, at any meeting of the stockholders of the Company or at any postponement or adjournment thereof or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the all of such Stockholder’s Subject Shares of the Stockholder in favor of granting the Company Shareholder Approval. against, and shall not (band shall not commit or agree to) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) consented to), any of the Subject Shares against following: (i) any Company Takeover Proposal and or any Acquisition Agreement relating thereto or (ii) any amendment of the Company Charter Certificate or the Company Bylaws (other than pursuant to or as contemplated by the Merger Agreement) or any other proposal proposal, action, agreement or transaction involving which, in the case of this clause (ii), could reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or warranty of the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement, (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or by this Agreement, (C) dilute in any Company Subsidiary, which amendment material respect the benefits to Parent or Sub of the Merger and the other proposal transactions contemplated by the Merger Agreement or transaction would by this Agreement or (D) change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (the matters described in clauses (i) and (ii), collectively, the Plan of Merger“Vote-Down Matters”). (c) Such Stockholder shall not, the Reincorporation Merger or the Share Exchange. The Stockholder and shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreementto, the Stockholder shall not (i) sell, transfer, pledge, assign exchange, assign, tender or otherwise dispose of (including by gift, merger or otherwise by operation of law) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares (or any interest therein) or any rights to acquire any securities or equity interests of the Company, or enter into any Contract, option option, call or other arrangement with respect to the Transfer (including any profit-sharing or other derivative arrangement) with respect to the Transfer of, of any Subject Shares (or any 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 TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreementagreement satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and or rights to acquire any securities or equity interests of the Company, other than this Agreement. Each certificate or other instrument representing any Subject Shares shall bear a legend that such Subject Shares are subject to the provisions of this Agreement, including this Section 3(c); provided, however, that nothing contained herein shall restrict the ability of such Stockholder to exercise any Stock Options. (d) (i) Such Stockholder shall not commit or agree to take any action inconsistent with or challenging the transactions contemplated by, or the terms of, this Agreement or the Merger Agreement. Such Stockholder hereby waives any rights of appraisal, or rights to dissent from the foregoing actionsMerger, that such Stockholder may have. (dii) The Such Stockholder shall not, directly or indirectly, issue any press release 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. (iii) Such Stockholder shall use its commercially reasonable best efforts to takeconsult with Parent prior to making any public statement with respect to the Merger Agreement, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization this Agreement, the Plan Merger or any of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken other transactions contemplated by the Company Board in approving the Reorganization Merger Agreement or by this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless From and after the date hereof and until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger, the Merger Agreement, the Asset Purchase or the Asset Purchase 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 Reorganization Merger, the Merger Agreement, the Reincorporation Merger, the Share Exchange Asset Purchase or the Plan of Merger Asset Purchase Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger and the Asset Purchase, the adoption by the Company Shareholder Approvalof the Merger Agreement and the Asset Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and the Asset Purchase Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of a material amount of assets (other than the Asset Purchase Agreement and the Asset Purchase), reorganization, recapitalization, dissolution, liquidation or winding-up of or by the Company Takeover Proposal and or any other takeover proposal (collectively, "TAKEOVER PROPOSAL"), (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, the Asset Purchase Agreement or this Agreement or (iii) (x) any material amendment of the Company Charter Company's certificate of incorporation or by-laws, (y) any change in a majority of the persons who constitute the Board of Directors of the Company Bylaws or (z) any other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment is intended or other proposal or transaction would in any manner could reasonably be expected to impede, frustrate, prevent prevent, delay or nullify any provision (A) the ability of the Reorganization Company to consummate the Merger or the Asset Purchase or (B) any of the transactions contemplated by this Agreement, the Plan of Merger, the Reincorporation Merger Asset Purchase Agreement or the Share ExchangeMerger Agreement. The Stockholder shall further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Other than this AgreementEach Stockholder, the Stockholder shall severally and not jointly, agrees not to (i) offer to sell, sell, transfer, encumber, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”"TRANSFER"), or enter into any Contractcontract, option or other arrangement (including any profit-sharing arrangement) with respect to or consent to the Transfer of, any the Subject Shares or any interest therein to any person other than pursuant to the Transactionsterms of the Merger, unless prior (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to the Subject Shares, deposit any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement trust or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, arrangement with respect to the Subject Shares, or any Subject Shares and shall not interest in the foregoing, except with Parent or Sub, (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing such Stockholder's obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. (d) The Each Stockholder shall use its reasonable best efforts hereby irrevocably waives any rights of appraisal or rights to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with dissent from the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in Merger that the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share ExchangeStockholder may have. (e) The Each Stockholder hereby consents agrees with, and covenants to, Parent that the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such transfer is made in compliance with this Agreement. In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Subject Shares" shall be deemed to refer to and approves include the actions taken Subject Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Subject Shares may be changed or exchanged and the Purchase Price (as defined herein) shall be accordingly adjusted. Each Stockholder shall be entitled to receive any cash dividend paid by the Company Board during the term of this Agreement until the Subject Shares are cancelled in approving the Reorganization Merger or purchased hereunder. (f) Each Stockholder, severally and not jointly, shall not, nor shall it authorize or permit any partner, officer, director or employee of, or any investment banker, attorney or other advisor or representative of, such Stockholder to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Takeover Proposal or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other person or entity, to seek to do any of the foregoing or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or is likely to lead to, any Takeover Proposal; provided, however, that the foregoing shall not restrict a Stockholder who is also a director of the Company from taking actions in such Stockholder's capacity as a director to the extent and in the circumstances permitted by Section 4.02 of the Merger Agreement. Each Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the Plan of Mergerforegoing. (g) THE STOCKHOLDER HEREBY GRANTS TO, the Reincorporation Merger and the Share ExchangeAND APPOINTS SUB AND ANY DESIGNEE OF SUB, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SUBJECT SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SUBJECT SHARES.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance Each Stockholder, acting as a stockholder of the Company (or warrantholder of the Company with its terms, each Stockholderrespect to Section 3(h)) and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) At Without in any way limiting each Stockholder's right to vote its Subject Shares in its sole discretion with respect to any other matters, at any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal and or (ii) any amendment of the Company Charter Company's Ninth Restated Certificate of Incorporation or the Company Bylaws By-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify nullify, or result in a breach of any provision covenant, representation or warranty or any other obligation of the Reorganization AgreementCompany under or with respect to, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Management Stockholder to members of such Management Stockholder's family, a family trust of such Management Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of, the Stockholder (collectively, the "Stockholder Representatives") to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposal. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Plan of MergerMerger Agreement, the Reincorporation Merger and or any other transaction contemplated by this Agreement or the Share ExchangeMerger Agreement without the prior written consent of Parent, except as may be required by Applicable Law. (ef) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other Applicable Law in connection with the Merger. (h) As set forth on Schedule B attached hereto, each Stockholder who also holds Warrants exercisable for Company Common Stock (as set forth opposite his, her or its name on Schedule B attached hereto) hereby consents to the lump sum cash payment as specified in Section 5.04(b) of the Merger Agreement and the concurrent cancelation of such Warrants. The Stockholder does not own, of record or beneficially, any Warrants exercisable for Company Common Stock other than the Warrants set for opposite his, her or its name on Schedule B attached hereto.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 10, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) In connection with the closing of the purchase and sale contemplated under Section 2 of this Agreement (other than pursuant to the Offer), each Stockholder agrees to deliver, either to Sub or as directed by Parent, all certificates evidencing the Subject Shares held by such Stockholder, duly endorsed in blank for transfer, or accompanied by stock powers and such other documents as may be necessary in Parent's judgment to transfer record ownership of the Subject Shares to Sub or as directed by Parent. (b) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (bc) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any Company Takeover Proposal and Alternative Transaction as such term is defined in Section 6.2 of the Merger Agreement, (ii) any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. The Subject to Section 12, the Stockholder shall further agrees not commit to enter into any agreement or agree to take any action inconsistent with the foregoing. (cd) Other than this Agreement, the The Stockholder shall not not, prior to the earliest of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms, (A) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to any Transfer of, any or all of such Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement the Offer or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (iiB) enter into any voting arrangement, directly or indirectly, whether by proxy, voting agreement or otherwise, with in respect of the Subject Shares, and the Stockholder agrees not to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (de) The Subject to the terms of Section 12, during the term of this Agreement, the Stockholder shall not, nor shall it permit any investment banker, financial advisor, attorney, accountant or other representative retained by it, to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that may lead to an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any proposed Alternative Transaction. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any investment banker, financial advisor, attorney, accountant or other representative of such Stockholder, whether or not such person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 5(e) by such Stockholder. (f) Until the Effective Time, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate the Offer and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. (eg) The Such Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby consents acknowledges and agrees to and approves the actions taken be bound by the Company Board terms of this Agreement applicable to it. (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, as defined in approving Section 7.7 of the Reorganization Merger Agreement, each Stockholder shall pay to Parent on demand an amount equal to all profit determined in accordance with Section 5(h)(ii) of such Stockholder resulting from the Plan consummation of any transaction which gives rise to the Company's obligation to pay the Termination Fee pursuant to the Merger Agreement. (ii) For purposes of this Section 5(h), the profit of any Stockholder from any Alternative Transaction shall equal (A) the aggregate consideration that would have been received by such Stockholder pursuant to such Alternative Transaction if such Stockholder held the same number of Subject Shares at the consummation of such Alternative Transaction as he held at the time the Merger Agreement was terminated (including any consideration that would have been received in respect of any unexercised stock options or warrants or similar instruments held at the time the Merger Agreement was terminated), valuing any noncash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation less (B) the per share cash consideration or the per share fair market value of the aggregate consideration that would have been issuable or payable to such Stockholder (assuming all stock options, warrants or similar instruments held by such Stockholder were exercised) if he had received the Merger Consideration pursuant to the Merger Agreement as originally executed (without giving effect to any increase in such Merger Consideration). (iii) In the event that (x) prior to the Effective Time, an Alternative Transaction shall have been proposed and (y) the Effective Time of the Merger shall have occurred and Parent for any reason shall have increased the amount of Merger Consideration payable over that set forth in the Merger Agreement in effect on the date hereof (the "Merger Consideration"), each Stockholder shall pay to Parent on demand an amount in cash equal to the product of (i) the number of Subject Shares held by such Stockholder (assuming all stock options, warrants or similar instruments held by such Stockholder were exercised) and (ii) 100% of the excess, if any, of (A) the per share cash consideration or the per share fair market value of any noncash consideration, as the case may be, received by the Stockholder as a result of the Merger, as amended, determined as of the Reincorporation Effective Time of the Merger, over (B) the amount of the Original Merger Consideration determined as of the time of the first increase in the amount of the Original Merger Consideration. (iv) For purposes of this Section 5(h), the fair market value of any noncash consideration consisting of: (A) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or NASDAQ/NMS for the twenty trading days prior to the date of determination; and (B) consideration which is other than cash or securities of the form specified in clause (A) of this Section 5(h)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that -------- ------- if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided -------- further, that the fees and expenses of such investment banking firm shall ------- be borne by Parent. The determination of the investment banking firm shall be final and binding upon the parties. (v) Any payment of profit under this Section 5(h) shall (x) if paid in cash, be paid by wire transfer of same day funds to an account designated by Parent and (y) if paid through a transfer of securities (with the method and timing of such transfer to be mutually agreed), be paid as soon as practicable through delivery of such securities, suitably endorsed for transfer; provided that the Stockholder -------- shall be required to pay cash under this Section 5(h) only to the extent the fair market value of the securities transferred pursuant to clause (y) is less than such Stockholders' profit. (i) If (i) immediately prior to the expiration of the Offer, Sub determines that the exercise of options, warrants or other instruments held by the Stockholders and the Share Exchangesale or tender into the Offer of Subject Shares acquired thereby either would cause the Minimum Condition to be satisfied or would cause Sub to own more than 90% of the outstanding Shares and (ii) Sub exercises its right to extend the Offer in accordance with the terms and conditions set forth in the Merger Agreement, then upon the request of Parent or Sub and the Exercise Loan (as defined below), each Stockholder shall promptly exercise all options, warrants and other instruments held by such Stockholder and sell the Subject Shares acquired thereby to Sub or tender such Subject Shares into the Offer (at such Stockholder's discretion, unless Sub directs that such Stockholder tender such Subject Shares). Upon delivery of such request, Parent shall lend to each Stockholder the amount necessary for such Stockholder to pay the aggregate exercise price in respect of all options, warrants and other instruments (each, an "Exercise Loan"). Each Exercise -------- ---- Loan shall be evidenced by a promissory note, shall bear interest at the applicable Federal rate (as defined in Section 7872 of the Internal Revenue Code of 1986, as amended) and shall be repaid together with accrued but unpaid interest upon the earlier of (i) the payment of the purchase price for the Subject Shares (whether pursuant to the Offer or otherwise) and (ii) the termination of this Agreement pursuant to Section 10.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consent) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to), any of the following: (i) any Company Takeover Proposal and or (ii) any amendment of the Company Charter Company's Certificate of Incorporation or the Company Bylaws By-laws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its subsidiaries or any of its stock- holders, which amendment or other proposal proposal, action or transaction would prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange"Frustrating Transactions"). The Stockholder Such stockholders shall not commit to or agree to take any action inconsistent with the foregoingforegoing or that would otherwise facilitate a Frustrating Transaction. (c) Other than this Agreement, the Such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any Subject Shares or any interest therein, to any person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its vote, consent or other approval sought in connection with the adoption by the stockholders of the Company of the Merger Agreement or the approval of the Merger or the other transactions contemplated by the Merger Agreement (and if entered into or executed, any Subject Shares such voting arrangement, voting agreement or other agreement shall not be effective), and shall not commit or agree to take any of the foregoing actions, other than pursuant to this Agreement. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Each Stockholder shall use its reasonable best efforts hereby grants to takeParent an irrevocable option to purchase any or all the Subject Shares of such Stockholder, at any time or cause from time to be takentime after a Takeover Proposal has been made, all actions, and for a purchase price equal to do, or cause to be done, and to assist and cooperate with $4.00 per share in cash (the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange"Parent Option Price"). (e) The Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize or permit any director, officer, employee or general partner of such Stockholder or any of its subsidiaries, or any investment banker, attorney, accountant or other advisor or representative of such Stockholder or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal or other Frustrating Transaction or any inquiries or the making of any proposal that constitutes a Takeover Proposal or other Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or other Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Takeover Proposal or other Frustrating Transaction. Without limiting the foregoing, it is understood that any violation in any material respect of the restrictions set forth in the preceding sentence by any director, officer, employee or general partner of, or any investment banker, attorney, accountant or other advisor or representative of such Stockholder or any of its subsidiaries, whether or not such Person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 3(e) by such Stockholder. Such Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to such Stockholder with respect to any Takeover Proposal or other Frustrating Transaction. (f) Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize or permit any director, officer, employee or general partner of such Stockholder or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or representative of such Stockholder 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 this Agreement without the prior written consent of Parent, except as may be required by applicable law. (g) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contem plated by the Merger Agreement. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and Stockholder agrees as follows: (a) No Stockholder shall, nor shall such Stockholder permit his or its Affiliates to (i) Transfer or enter into any contract, option or other agreement providing for the Transfer of any of the Subject Shares owned by such Stockholder or (ii) grant any proxies or powers of attorney or other authorization or consent in or with respect to the Subject Shares owned by such Stockholder, deposit any Subject Shares owned by such Stockholder into a voting trust or enter into a voting agreement or arrangement with respect to any Subject Shares owned by such Stockholder, or take any other action, that would materially restrict, limit or interfere with the performance of its or his obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Merger Agreement or the Rollover Commitment Letter. (b) At any meeting of the stockholders shareholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and/or the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the each Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of the Subject Shares of the Stockholder (and each class thereof), in favor of granting the Company Shareholder Approvaladoption of the Merger Agreement and the approval of each of the transactions contemplated thereby. (bc) At any meeting of stockholders shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent or other approval (including by written consent) of all or some of the shareholders of the Company is sought, the each Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of the Subject Shares (and each class thereof), 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 Takeover Proposal or any proposal made by any Person other than Parent or its Affiliates that was initiated in opposition to or in competition with the transactions contemplated by the Merger Agreement (a “Competing Proposal”) and (ii) any amendment of the Company Charter Company’s certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries (other than the amendments of the Company’s certificate of incorporation and by-laws resulting from the Merger), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of each 3 class of Common Stock. The Subject to Section 6, each Stockholder shall further agrees not to commit or agree to take any action inconsistent with the foregoing. (cd) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect Subject to the Transfer ofterms of Section 6, no Stockholder shall, nor shall any Subject Shares to Stockholder authorize or permit any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares Representatives to (and shall use all reasonable efforts to cause such Persons not to), directly or indirectly, initiate, solicit, or knowingly encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal, or continue or otherwise participate in any discussions or negotiations with any Person with respect to a Competing Proposal, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to a Competing Proposal. No Stockholder shall, alone or together with any other Person, make a Competing Proposal. If any Stockholder receives any inquiry or proposal regarding any Takeover Proposal, solely in his or her capacity as a shareholder of the Company, such Stockholder shall promptly inform Parent of such inquiry or proposal and the details thereof. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4(d) by any of such Stockholder’s Representatives shall be deemed to be a party violation of this Section 4(d) by such Stockholder. Notwithstanding this Section 4(d), nothing in this Agreement shall prohibit any Stockholder from engaging in any discussions with any third Person with which the Company is permitted to this engage in discussions pursuant to Sections 5.2(a) or (c) of the Merger Agreement, enters regarding such Stockholder’s equity participation, investment or reinvestment in any Acquisition Proposal and terms related thereto, provided that prior to the termination of this Agreement pursuant to Section 8, such Stockholder will not enter into a voting any agreement with respect to such participation, investment or reinvestment. (e) Each Stockholder hereby agrees, while this Agreement is in effect, promptly to notify the Company on terms substantially identical Parent of the number of any new shares of Common Stock with respect to which beneficial ownership is acquired, if any, after the date hereof and before the Effective Time. Any such shares shall automatically become subject to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any as Subject Shares and shall not commit or agree to take any as though owned by the Stockholder as of the foregoing actionsdate hereof. (df) The Each Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Reorganization purposes of this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 10, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any Company Takeover Proposal and as such term is defined in Section 6.02(a) of the Merger Agreement or (ii) any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of each class of Company Common Stock. The Subject to Section 12, the Stockholder shall further agrees not commit or agree to take enter into any action agreement inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not not, prior to the earliest of (A) the Effective Time and (B) the termination of the Merger Agreement in accordance with its terms, (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any transfer of, any or all of such Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement the Offer or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect in connection with, directly or indirectly, any Takeover Proposal and agrees not to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Subject to the terms of Section 12, during the term of this Agreement, the Stockholder shall not, nor shall it permit any investment banker or attorney retained by, or any other adviser or representative of, such Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, that it is understood that this clause (ii) will not be deemed to have been violated if in response to an unsolicited inquiry, the Stockholder states that it or he is subject to the provisions of this Agreement. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by an investment banker or attorney retained by, or other adviser or representative of, such Stockholder, whether or not such person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 4(d) by such Stockholder. (e) Until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall, at the expense of Parent, use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. (ef) The Such Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby consents acknowledges and agrees to and approves the actions taken be bound by the Company Board terms of this Agreement applicable to it. (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, each Stockholder shall pay to Parent on demand an amount equal to all profit determined in approving accordance with Section 4(g)(ii) of such Stockholder from the Reorganization consummation of any transaction which gives rise to the Company's obligation to pay the Termination Fee pursuant to the Merger Agreement. (ii) For purposes of this Section 4(g), the Plan profit of any Stockholder from any Takeover Proposal shall equal (A) the aggregate consideration that would have been received by such Stockholder pursuant to such Takeover Proposal if such Stockholder held the same number of Subject Shares at the consummation of such Takeover Proposal as he held at the time the Merger Agreement was terminated (including any consideration that would have been received in respect of any unexercised stock options or warrants or similar instruments held at the time the Merger Agreement was terminated), valuing any noncash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation less (B) the fair market value of the aggregate consideration that would have been issuable or payable to such Stockholder (assuming all stock options, warrants or similar instruments held by such Stockholder were exercised) if he had received the Merger Consideration pursuant to the Merger Agreement as originally executed (without giving effect to any increase in such Merger Consideration). (iii) In the event that (x) prior to the Effective Time, a Takeover Proposal shall have been made and (y) the Effective Time of the Merger shall have occurred and Parent for any reason shall have increased the amount of Merger Consideration payable over that set forth in the Merger Agreement in effect on the date hereof (the "Original Merger Consideration"), each Stockholder shall pay to Parent on demand an amount in cash equal to the product of (i) the number of Subject Shares of such Stockholder and (ii) 100% of the excess, if any, of (A) the per share cash consideration or the per share fair market value of any noncash consideration, as the case may be, received by the Stockholder as a result of the Merger, as amended, determined as of the Reincorporation Effective Time of the Merger, over (B) the amount of the Original Merger Consideration determined as of the time of the first increase in the amount of the Original Merger Consideration. (iv) For purposes of this Section 4(g), the fair market value of any noncash consideration consisting of: (A) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or NASDAQ/NMS for the twenty trading days prior to the date of determination; and (B) consideration which is other than cash or securities of the form specified in clause (A) of this Section 4(g)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the Share Exchangefees and expenses of such investment banking firm shall be borne by Parent. The determination of the investment banking firm shall be binding upon the parties. (v) Any payment of profit under this Section 4(g) shall (x) if paid in cash, be paid by wire transfer of same day funds to an account designated by Parent and (y) if paid through a transfer of securities (with the method and timing of such transfer to be mutually agreed), be paid as soon as practicable through delivery of such securities, suitably endorsed for transfer; provided that the Stockholder shall be required to pay cash under this Section 4(g) only to the extent the fair market value of the securities transferred pursuant to clause (y) is less than such Stockholders' profit.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At Without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing initiating a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the such Stockholder's Subject Shares of the Stockholder (and each class thereof) in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the such Stockholder's Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Takeover Proposal and or any other Company Acquisition (collectively, "Alternative Transactions") or (ii) any amendment of the Company Charter Company's Certificate of Incorporation or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with other transactions contemplated by the foregoingMerger Agreement (collectively, "Frustrating Transactions"). (c) Other than Such Stockholder shall not (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Subject Shares or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any or all of such Subject Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject Shares, except for this Agreement or (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares; provided, however, that any such Stockholder may transfer (as defined above) any of the Subject Shares to any other Stockholder who is on the date hereof, or to any family member of a Stockholder or beneficiary of a trust for which Stockholder is trustee or charitable institution which prior to the Stockholders Meeting and prior to such transfer becomes, a party to this Agreement bound by all the obligations of a "Stockholder" hereunder. (d) Such Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such 5 Stockholder may have and hereby irrevocably agrees to make a Stock Election with respect to at least 85% of such Stockholder's Subject Shares. (e) During the term of this Agreement, the Stockholder shall not not, nor shall it authorize or permit any officer, director, partner, employee or agent or any investment banker, attorney or other advisor or representative of the Stockholder to, directly or indirectly, (i) sellsolicit, transfer, pledge, assign initiate or otherwise dispose encourage the submission of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, Takeover Proposal or (ii) enter into participate in any voting arrangementdiscussions or negotiations regarding, whether by proxy, voting agreement or otherwise, furnish to any person any information with respect to, or take any other action to facilitate any Subject Shares and inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. The foregoing sentence shall not commit or agree to take prohibit the Stockholder from taking any action that would be permitted under Section 4.02 of the foregoing actionsMerger Agreement and in no event shall the Stockholder be liable for any action taken by the Company or the Stockholder in compliance with, or that would be permitted under, Section 4.02 of the Merger Agreement; provided, however that this sentence shall not limit the obligations of the Stockholder under Sections 3(a), 3(b) and 3(j) and 4 hereof. (df) The Until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious expeditions manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) other transactions contemplated by the Merger Agreement. The foregoing sentence shall not prohibit the Stockholder hereby consents to from taking any action that would be permitted under Section 4.02 of the Merger Agreement and approves in no event shall the actions Stockholder be liable for any action taken by the Company Board or the Stockholder in approving compliance with, or that would be permitted under, Section 4.02 of the Reorganization Merger Agreement; provided, however that this sentence shall not limit the obligations of the Stockholder under Sections 3(a), 3(b) and 3(j) and 4 hereof. (g) If, at the time the Merger Agreement is submitted for approval to the stockholders of the Company, a Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act, such Stockholder shall deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (h) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke, terminate or amend such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement, including withdrawing any Subject Shares from such trust or replacing any trustees of such trust. The Stockholder, on behalf of each such beneficiary, hereby acknowledges and agrees to be bound by the Plan terms of Mergerthis Agreement applicable to it. (i) Each Stockholder shall cause this Agreement to be filed with the Secretary of the Company. (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, each Stockholder shall pay to Parent on demand an amount equal to all profit (determined in accordance with Section 3(j)(ii)) of such Stockholder from the consummation of (A) any Company Acquisition consummated within 12 months following the termination of the Merger Agreement pursuant to Section 7.01(b)(iv) thereof or (B) any Company Acquisition that results in the Company being obligated to pay the Termination Fee in accordance with the Merger Agreement. (ii) For purposes of this Section 3(j), the Reincorporation profit of any Stockholder from any Company Acquisition shall equal (A) the aggregate consideration received by such Stockholder pursuant to such Company Acquisition, valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (B) the fair market value, on the date of disposition, of all Subject Shares of such Stockholder disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the fair market value of the aggregate consideration that would have been issuable or payable to such Stockholder if such Stockholder had received the Merger Consideration set forth in the Merger Agreement in effect on the date hereof (the "Original Merger Consideration"), valued as of the close of business on the last full trading day prior to the first public announcement by the Company of its intention to terminate the Merger Agreement as if the Merger had been consummated on the date of such public announcement. In addition, it is agreed that for purposes of this Section 3(j), the profit of any Stockholder from any Company Acquisition shall be net of any taxes paid or payable by Stockholder in respect of or otherwise attributable to such profit (after taking into account the present value of any tax benefits in respect of or otherwise attributable to any payment of such profit pursuant to Section 3(j)(i)); it being understood that any such Stockholder shall deliver to Parent a written opinion of a nationally recognized accounting firm as to the amount of any such net tax adjustments at the time of the payment of any profits pursuant to Section 3(j)(i). (iii) For purposes of this Section 3(j), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on the Nasdaq Stock Market shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq Stock Market for the five trading days before the date of determination; and (B) consideration that is other than cash or securities of the form specified in clause (A) of this Section 3(j)(iii) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by Parent and the Share ExchangeStockholders within 10 business days of the event requiring selection of such banking firm; provided, however, that if Parent and the -------- ------- Stockholders are unable to agree within two business days after the date of such event as to the investment banking firm, then Parent and the Stockholders shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the one hand, and the Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (iv) Any payment of profit under this Section 3(j) shall be paid in the same form as the consideration received from the Company Acquisition or disposition (and, if the consideration received from the Company Acquisition or disposition was received in more than one form, in the same proportion as the forms of consideration received) and (x) to the extent paid in cash, shall be paid by wire transfer of same day funds to an account designated by Parent and (y) to the extent paid through a transfer of securities, shall be paid through delivery of such securities, suitably endorsed for transfer.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Shareholder Stockholder Approval 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 Reorganization Merger Agreement, the Reincorporation Merger, Merger or any other transaction contemplated by the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting adoption of the Company Shareholder ApprovalMerger Agreement and approval of the Merger and any other transactions contemplated by the Merger Agreement. (b2) At The Stockholder hereby irrevocably grants to, and appoints, Parent and Georxx X. Xxxxxxxx XXX, Philxxxx Xxxxxxx xxx Geraxx Xxxx, xx any meeting of stockholders them, and any individual designated in writing by any of them, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder (i) in favor of adoption of the Merger Agreement and approval of the Merger and any Company other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal and (iiiii) against any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger or any other transaction contemplated by the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Merger Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into change in any manner the voting arrangement, whether by proxy, voting agreement or otherwise, with respect to rights of any Subject Shares and shall not commit or agree to take any class of the foregoing actions. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan capital stock of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.the

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consent) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to), any of the following: (i) any Company Takeover Proposal and or (ii) any amendment of the Company Charter Company's Certificate of Incorporation or the Company Bylaws By-laws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its subsidiaries or any of its stock holders, which amendment or other proposal proposal, action or transaction would prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange"Frustrating Transactions"). The Stockholder Such stockholders shall not commit to or agree to take any action inconsistent with the foregoingforegoing or that would otherwise facilitate a Frustrating Transaction. (c) Other than this Agreement, the Such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, (including any profit sharing or other derivative arrangement) of any Subject Shares or any interest therein, to any person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to its vote, consent or other approval sought in connection with the adoption by the stockholders of the Company of the Merger Agreement or the approval of the Merger or the other transactions contemplated by the Merger Agreement (and if entered into or executed, any Subject Shares such voting arrangement, voting agreement or other agreement shall not be effective), and shall not commit or agree to take any of the foregoing actions, other than pursuant to this Agreement. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Each Stockholder shall use its reasonable best efforts hereby grants to takeParent an irrevocable option to purchase any or all the Subject Shares of such Stockholder, at any time or cause from time to be takentime after a Takeover Proposal has been made, all actions, and for a purchase price equal to do, or cause to be done, and to assist and cooperate with $4.00 per share in cash (the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange"Parent Option Price"). (e) The Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize or permit any director, officer, employee or general partner of such Stockholder or any of its subsidiaries, or any investment banker, attorney, accountant or other advisor or representative of such Stockholder or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal or other Frustrating Transaction or any inquiries or the making of any proposal that constitutes a Takeover Proposal or other Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or other Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Takeover Proposal or other Frustrating Transaction. Without limiting the foregoing, it is understood that any violation in any material respect of the restrictions set forth in the preceding sentence by any director, officer, employee or general partner of, or any investment banker, attorney, accountant or other advisor or representative of such Stockholder or any of its subsidiaries, whether or not such Person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 3(e) by such Stockholder. Such Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to such Stockholder with respect to any Takeover Proposal or other Frustrating Transaction. (f) Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize or permit any director, officer, employee or general partner of such Stockholder or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or representative of such Stockholder 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 this Agreement without the prior written consent of Parent, except as may be required by applicable law. (g) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (a) At any meeting of the stockholders of the Company HD called to seek vote upon the Company Shareholder Approval Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange Merger or the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the CompanyNetword, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approvaladoption by HD of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company HD or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all of the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to) any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Acquisition Proposal or transaction or occurrence which if proposed and offered to HD or its stockholders (or any of them) would be an Acquisition Proposal or (ii) any amendment of HD's Certificate of Incorporation (including the Company Charter Certificate of Designations of each of the Series A Preferred, Series B Preferred and Series C Preferred) or the Company Bylaws or other proposal (including an Acquisition Proposal), action or transaction involving the Company HD or any Company Subsidiaryof its subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would in any manner reasonably be expected to prevent, impede, frustrateinterfere with, prevent hinder or nullify any provision delay the consummation of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or any of the Share Exchangeother transactions contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). The Stockholder For the avoidance of doubt, nothing in this Section 3(b) shall not commit be construed to prohibit, restrict or agree otherwise limit the Stockholders from voting in favor of an amendment to take any action inconsistent with the foregoingCertificate of Incorporation of HD to effect the HD Split. (c) Other than in accordance with the terms of this Agreement, the such Stockholder 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 Contractcontract, option or other arrangement (including any profit-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 Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Merger Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Acquisition Proposal or otherwise with respect to any the Subject Shares and Shares. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding any other provision of this Agreement, each Stockholder may Transfer all or a portion of such Stockholder's Subject Shares to any other person if such transferee expressly agrees in writing to be bound by all of the foregoing actionsprovisions of this Agreement. (d) The From and after the date of this Agreement, each Stockholder shall use not, and shall not authorize or permit any of its reasonable best efforts to takesubsidiaries or any of its or their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, directly or indirectly, (i) solicit, initiate, encourage (including by way of furnishing information), or cause take any other action designed to be takenfacilitate, all actionsany inquiries or the making of any proposal that constitutes a Frustrating Transaction, and (ii) enter into any agreement with respect to do, any Frustrating Transaction or cause to be done, and to assist and cooperate with the other parties hereto (iii) participate in doing, all things necessary, proper any discussions or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangenegotiations regarding a Frustrating Transaction. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees as follows: (a1) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company called to seek the Company Shareholder Stockholder Approval 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 Reorganization Merger Agreement, the Reincorporation Merger, Merger or any other transaction contemplated by the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting adoption of the Company Shareholder ApprovalMerger Agreement and approval of the Merger and any other transactions contemplated by the Merger Agreement. (b2) At The Stockholder hereby irrevocably grants to, and appoints, Parent and George E. Bushnell III, Philippe Germond and Gerard Ries, or any meeting xx xxxx, xxx xxx xndividxxx xxxxxxxxxx xn wrixxxx xx xxx of stockholders them, and each of them individually, as the Stockholder's proxy and attorney-in- fact (with full power of substitution), for and in the name, place and stead of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against of the Stockholder, or grant a consent or approval in respect of the Subject Shares of the Stockholder (i) in favor of adoption of the Merger Agreement and approval of the Merger and any Company other transactions contemplated by the Merger Agreement, (ii) against any Takeover Proposal and (iiiii) against any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Merger Agreement, the Plan Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of Mergerany class of capital stock of the Company. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(a)(2) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 3(a) and 3(b) in accordance with Section 4. (b) At any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought (in the Stockholder's capacity as a stockholder of the Company), the Reincorporation Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any Takeover Proposal and (ii) 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 in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or any other transaction contemplated by the Share ExchangeMerger Agreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than pursuant to this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any options to acquire shares of Company Common Stock) to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Stockholder shall not, nor shall it authorize or permit any employee or affiliate of, or any investment banker, financial advisor, attorney, accountant or other representative of, the Stockholder to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action intended to, or which could reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Parent and any of its affiliates and representatives) any information with respect to, or otherwise cooperate in any way with, any Takeover Proposal. The Stockholder promptly shall advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to or that could reasonably be expected to lead to any Takeover Proposal. (e) The Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Plan Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of MergerParent, the Reincorporation Merger and the Share Exchangeexcept as may be required by Applicable Law. (ef) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 in connection with the Merger. (g) If, at the time the Merger Agreement is submitted for adoption by the stockholders of the Company, the Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act and has made or proposes to make a Share ExchangeElection, the Stockholder shall deliver to Parent prior to the Closing a written agreement substantially in the form attached as Exhibit A to the Merger Agreement.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 10, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any Company Takeover 5 Proposal and as such term is defined in Section 6.02(a) of the Merger Agreement or (ii) any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of each class of Company Common Stock. The Subject to Section 12, the Stockholder shall further agrees not commit or agree to take enter into any action agreement inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not not, prior to the earliest of (A) the Effective Time and (B) the termination of the Merger Agreement in accordance with its terms, (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any transfer of, any or all of such Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any the Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement the Offer or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect in connection with, directly or indirectly, any Takeover Proposal and agrees not to any Subject Shares and shall not commit or agree to take any of the foregoing actions. (d) The Subject to the terms of Section 12, during the term of this Agreement, the Stockholder shall not, nor shall it permit any investment banker or attorney retained by, or any other adviser or representative of, such Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal; provided, that it is understood that this clause (ii) will not be deemed to have been violated if in response to an unsolicited inquiry, the Stockholder states that it or he is subject to the provisions of this Agreement. Without limiting the foregoing, it is understood that any violation of the 6 restrictions set forth in the preceding sentence by an investment banker or attorney retained by, or other adviser or representative of, such Stockholder, whether or not such person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 4(d) by such Stockholder. (e) Until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall, at the expense of Parent, use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. (ef) The Such Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby consents acknowledges and agrees to and approves the actions taken be bound by the Company Board terms of this Agreement applicable to it. (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, each Stockholder shall pay to Parent on demand an amount equal to all profit determined in approving accordance with Section 4(g)(ii) of such Stockholder from the Reorganization consummation of any transaction which gives rise to the Company's obligation to pay the Termination Fee pursuant to the Merger Agreement. (ii) For purposes of this Section 4(g), the Plan profit of any Stockholder from any Takeover Proposal shall equal (A) the aggregate consideration that would have been received by such Stockholder pursuant to such Takeover Proposal if such Stockholder held the same number of Subject Shares at the consummation of such Takeover Proposal as he held at the time the Merger Agreement was terminated (including any consideration that would have been received in respect of any unexercised stock options or warrants or similar instruments held at the time the Merger Agreement was terminated), valuing any noncash consideration 7 (including any residual interest in the Company) at its fair market value on the date of such consummation less (B) the fair market value of the aggregate consideration that would have been issuable or payable to such Stockholder (assuming all stock options, warrants or similar instruments held by such Stockholder were exercised) if he had received the Merger Consideration pursuant to the Merger Agreement as originally executed (without giving effect to any increase in such Merger Consideration). (iii) In the event that (x) prior to the Effective Time, a Takeover Proposal shall have been made and (y) the Effective Time of the Merger shall have occurred and Parent for any reason shall have increased the amount of Merger Consideration payable over that set forth in the Merger Agreement in effect on the date hereof (the "Original Merger Consideration"), each Stockholder shall pay to Parent on demand an amount in cash equal to the product of (i) the number of Subject Shares of such Stockholder and (ii) 100% of the excess, if any, of (A) the per share cash consideration or the per share fair market value of any noncash consideration, as the case may be, received by the Stockholder as a result of the Merger, as amended, determined as of the Reincorporation Effective Time of the Merger, over (B) the amount of the Original Merger Consideration determined as of the time of the first increase in the amount of the Original Merger Consideration. (iv) For purposes of this Section 4(g), the fair market value of any noncash consideration consisting of: (A) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or NASDAQ/NMS for the twenty trading days prior to the date of determination; and (B) consideration which is other than cash or securities of the form specified in clause (A) of this Section 4(g)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as 8 to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the Share Exchangefees and expenses of such investment banking firm shall be borne by Parent. The determination of the investment banking firm shall be binding upon the parties. (v) Any payment of profit under this Section 4(g) shall (x) if paid in cash, be paid by wire transfer of same day funds to an account designated by Parent and (y) if paid through a transfer of securities (with the method and timing of such transfer to be mutually agreed), be paid as soon as practicable through delivery of such securities, suitably endorsed for transfer; provided that the Stockholder shall be required to pay cash under this Section 4(g) only to the extent the fair market value of the securities transferred pursuant to clause (y) is less than such Stockholders' profit.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, covenants and agrees The Stockholders agree as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and/or the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the each Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger and the adoption by the Company Shareholder Approvalof the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the each Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and Alternative Transaction, (ii) any amendment of the Company Charter Company's certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of the Company's capital stock, or (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. The Each Stockholder shall further agrees not commit to enter into any agreement or agree to take any action inconsistent with the foregoing. (c) Other than . For purposes of this Agreement, "Alternative Transaction" means any of the Stockholder shall not following: (i) sellthe ----------------------- direct or indirect acquisition of all or any material part of the assets or properties of the Company, transfer(ii) a merger, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option consolidation or other arrangement (including any profit-sharing arrangement) with respect to business combination directly or indirectly involving the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreementCompany, or (iiiii) enter the direct or indirect acquisition of any capital stock, or option, warrant, right, or other security convertible into any voting arrangementor exercisable for capital stock, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not commit or agree to take any of the foregoing actionsCompany. (d) The Stockholder 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless From and after the date hereof and until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger, the Merger Agreement, the Asset Purchase or the Asset Purchase 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 Reorganization Merger, the Merger Agreement, the Reincorporation Merger, the Share Exchange Asset Purchase or the Plan of Merger Asset Purchase Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger and the Asset Purchase, the adoption by the Company Shareholder Approvalof the Merger Agreement and the Asset Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and the Asset Purchase Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of a material amount of assets (other than the Asset Purchase Agreement and the Asset Purchase), reorganization, recapitalization, dissolution, liquidation or winding-up of or by the Company or any other takeover proposal (collectively, "Takeover Proposal and Proposal"), (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, the Asset Purchase Agreement or this Agreement or (iii) (x) any material amendment of the Company Charter Company's certificate of incorporation or by-laws, (y) any change in a majority of the persons who constitute the Board of Directors of the Company Bylaws or (z) any other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment is intended or other proposal or transaction would in any manner could reasonably be expected to impede, frustrate, prevent prevent, delay or nullify any provision (A) the ability of the Reorganization Company to consummate the Merger or the Asset Purchase or (B) any of the transactions contemplated by this Agreement, the Plan of Merger, the Reincorporation Merger Asset Purchase Agreement or the Share ExchangeMerger Agreement. The Stockholder shall further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Other than this AgreementEach Stockholder, the Stockholder shall severally and not jointly, agrees not to (i) offer to sell, sell, transfer, encumber, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any Contractcontract, option or other arrangement (including any profit-sharing arrangement) with respect to or consent to the Transfer of, any the Subject Shares or any interest therein to any person other than pursuant to the Transactionsterms of the Merger, unless prior (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to the Subject Shares, deposit any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement trust or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, arrangement with respect to the Subject Shares, or any Subject Shares and shall not interest in the foregoing, except with Parent or Sub, (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing such Stockholder's obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. (d) The Each Stockholder shall use its reasonable best efforts hereby irrevocably waives any rights of appraisal or rights to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with dissent from the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in Merger that the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share ExchangeStockholder may have. (e) The Each Stockholder hereby consents agrees with, and covenants to, Parent that the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such transfer is made in compliance with this Agreement. In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Subject Shares" shall be deemed to refer to and approves include the actions taken Subject Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Subject Shares may be changed or exchanged and the Purchase Price (as defined herein) shall be accordingly adjusted. Each Stockholder shall be entitled to receive any cash dividend paid by the Company Board during the term of this Agreement until the Subject Shares are cancelled in approving the Reorganization Merger or purchased hereunder. (f) Each Stockholder, severally and not jointly, shall not, nor shall it authorize or permit any partner, officer, director or employee of, or any investment banker, attorney or other advisor or representative of, such Stockholder to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Takeover Proposal or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other person or entity, to seek to do any of the foregoing or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or is likely to lead to, any Takeover Proposal; provided, however, that the foregoing shall not restrict a Stockholder who is also a director of the Company from taking actions in such Stockholder's capacity as a director to the extent and in the circumstances permitted by Section 4.02 of the Merger Agreement. Each Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the Plan of Mergerforegoing. (g) THE STOCKHOLDER HEREBY GRANTS TO, the Reincorporation Merger and the Share ExchangeAND APPOINTS SUB AND ANY DESIGNEE OF SUB, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SUBJECT SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY STOCKHOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SUBJECT SHARES.

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 5, each Stockholder, severally and not jointlyin his capacity as such, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek the Company Shareholder Approval Stockholders’ Meeting or at any adjournment adjournment, postponement or continuation thereof or in any other circumstances circumstance occurring prior to the Company Stockholders’ Meeting upon which a vote, consent stockholder vote or other stockholder approval (including by written consent) with respect to the Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the each Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the beneficially owned (as defined in Recital A above) by such Stockholder (i) in favor of granting the approval of the Merger and the approval and adoption of the Merger Agreement and the terms thereof, in favor of each of the other actions contemplated by the Merger Agreement and in favor of any action in furtherance of any of the foregoing; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company Shareholder Approvalin the Merger Agreement and (iii) except with the written consent of Parent and Merger Sub, against (A) any Company Acquisition Proposal, (B) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company; (C) any change in the individuals who serve as members of the board of directors of the Company; (D) any amendment to the Company’s certificate of incorporation or bylaws; (E) any material change in the capitalization of the Company or the Company’s corporate structure; and (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement. Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Stockholder 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). (b) At any meeting of stockholders of the Company Each Stockholder agrees not to, directly or at any adjournment thereof or in any other circumstances upon which the Stockholder’s voteindirectly, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any Company Takeover Proposal and (ii) any amendment of the Company Charter or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the Stockholder shall not (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), ) or enter into any Contract, agreement, option or other arrangement with respect to a Transfer, or consent to a Transfer of, or enter into a Constructive Sale (including any profit-sharing arrangementas defined below) with respect to the Transfer ofto, any or all of the Subject Shares to any person Shares, other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement in accordance with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreementMerger Agreement, or (ii) grant any powers of attorney or consents, grant any proxies (other than the Company proxy card in connection with the Company Stockholders’ Meeting if and to the extent such proxy is consistent with such Stockholder’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 and shall Shares, other than pursuant to this Agreement or in a manner consistent with such Stockholder’s obligations under Section 3(a) hereof. Such Stockholder further agrees not to commit or agree to take any of the foregoing actions. actions or take any action that would in any way prevent, impede, interfere with or adversely affect his ability to perform his obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, each Stockholder may Transfer any or all of the Subject Shares (d1) The Stockholder shall use its reasonable best efforts to takeby will, or cause by operation of law, in which case this Agreement shall bind the transferee, or (2) to be takenA) Stockholders’ spouse, all actionschildren, parents or siblings (collectively, “Family Members”), (B) any trust solely for the benefit of Stockholder and/or any Family Member(s) and of which Stockholder and/or any such Family Member(s) is the trustee or are the trustees, and (C) any partnership, corporation or limited liability company which is wholly owned and controlled by Stockholder and/or any such Family Member(s), so long as the transferee, prior to dosuch Transfer, or cause executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to be donereflect such transfer) and the Proxy, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, substantially in the most expeditious manner practicableform of Annex A hereto. As used herein, the Reorganization Agreementterm “Constructive Sale” shall mean a short sale with respect to any Subject Shares, entering into or acquiring an offsetting derivative contract with respect to any Subject Shares, entering into or acquiring a futures or forward contract to deliver any Subject Shares or entering into any other derivative transaction that has the Plan effect of Merger, materially changing the Reincorporation Merger economic benefits and the Share Exchangerisks of ownership. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated Except as may otherwise be consented to by Parent in accordance with its termswriting, each Stockholder, severally and not jointly, only as to itself, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to), any of the following (or any Contract to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal and or (ii) any amendment of the Company Charter Company’s Amended and Restated Certificate of Incorporation or the Company Bylaws By-laws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would is reasonably likely 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 dilute in any material respect the benefits to Parent of the Merger and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing“Frustrating Transactions”). (c) Other than this Agreement, the Such Stockholder shall not (i) prior to the Stockholders Meeting, sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into consent to or permit any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares or any interest therein, 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 any interest therein, to any person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Parent on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, agreement satisfactory to Parent or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Takeover Proposal or Frustrating Transaction with respect to any Subject Shares and shall not commit or agree Shares, other than pursuant to take any of the foregoing actionsthis Agreement. (d) The Such Stockholder shall not, nor shall such Stockholder permit any of its subsidiaries to, or authorize any person or permit any director, officer or employee of such Stockholder or any of its subsidiaries, or any investment banker, attorney, accountant or other advisor or representative of such Stockholder or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Takeover Proposal or Frustrating Transaction or the making of any inquiry or proposal that could reasonably be expected to lead to a Takeover Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Parent or its representatives or the Company or its representatives) any information with respect to any Takeover Proposal or Frustrating Transaction. Notwithstanding the foregoing and notwithstanding Section 3(e), nothing in this Agreement shall limit or restrict any person that is a director of the Company from acting in his or her capacity as a member of the Board of Directors of the Company. (i) Such Stockholder shall use his or her or its commercially 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 hereto in doing, all things that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization transactions contemplated by this Agreement and the Merger Agreement. Such Stockholder shall not commit or agree to take any action inconsistent with the transactions contemplated by this Agreement or the transactions contemplated by the Merger Agreement. (ii) Such Stockholder shall not, and such Stockholder shall not permit any of its subsidiaries to, or authorize any person or permit any director, officer or employee of such Stockholder or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or representative of such Stockholder 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 Plan Merger or any of Mergerthe other transactions contemplated by the Merger Agreement or any of the transactions contemplated by this Agreement without the prior written consent of Parent, the Reincorporation Merger and the Share Exchangeexcept as may be required by applicable Law or court process. (ef) The Such Stockholder hereby consents waives any rights of appraisal, or rights to and approves dissent from the actions taken by Merger, that such Stockholder may have. (g) With respect to each individual listed on Schedule B hereto (each, a “Restricted Person”), such Stockholder shall not, nor shall such Stockholder authorize or permit any of its directors, officers, employees or controlled representatives to, during the Restricted Period applicable to such Restricted Person as set forth on Schedule B hereto, (i) solicit, recruit or hire such Restricted Person, (ii) solicit or encourage such Restricted Person to leave the employment of the Company Board or any of its subsidiaries or (iii) take any action specified in approving clause (A) of the Reorganization Agreementimmediately following sentence with respect to such Restricted Person. Notwithstanding the foregoing, the Plan restrictions of Mergerthis subsection (g) shall not (A) prevent any portfolio company that is an affiliate of such Stockholder or that has such Stockholder or any director, officer, employee or controlled representative of such Stockholder as a director or officer from taking any of the Reincorporation Merger foregoing actions; provided, however, that such Stockholder does not, and such Stockholder does not authorize or permit any of its directors, officers, employees or controlled representatives to, (w) identify any Restricted Person to any such portfolio company for any such solicitation, recruiting, hiring or encouraging, (x) comment to such portfolio company on the Share Exchangequalifications or suitability of any Restricted Person, (y) encourage, direct, cause, facilitate or participate in any such solicitation, recruiting, hiring or encouraging or (z) approve any such solicitation, recruiting, hiring or encouraging in any manner (it being understood that a director of any such portfolio company shall not be deemed to have approved the solicitation, recruiting, hiring or encouraging of any Restricted Person in violation of this subclause (z) solely by voting as a director to approve the hiring of such Restricted Person) or (B) apply to the placement of general advertisements or the use of general search firm services with respect to a particular geographic or technical area, but which are not targeted directly or indirectly towards any Restricted Person (it being understood that the restrictions of this subsection (g) shall apply to the candidacy of any Restricted Person resulting from any such advertisement or the activities of any such search firm service).

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At Without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval (including by written consent), at any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing initiating a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the such Stockholder's Subject Shares of the Stockholder (and each class thereof) in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the such Stockholder's Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Takeover Proposal and or any other Company Acquisition (collectively, "Alternative Transactions") or (ii) any amendment of the Company Charter Company's Certificate of Incorporation or the Company Bylaws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with other transactions contemplated by the foregoingMerger Agreement (collectively, "Frustrating Transactions"). (c) Other than Such Stockholder shall not (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of such Stockholder's Subject Shares or any interest therein, except pursuant to the Merger, (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any or all of such Subject Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Subject Shares, except for this Agreement or (iv) deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to such Shares; PROVIDED, HOWEVER, that any such Stockholder may transfer (as defined above) any of the Subject Shares to any other Stockholder who is on the date hereof, or to any family member of a Stockholder or beneficiary of a trust for which Stockholder is trustee or charitable institution which prior to the Stockholders Meeting and prior to such transfer becomes, a party to this Agreement bound by all the obligations of a "Stockholder" hereunder. (d) Such Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such 5 Stockholder may have and hereby irrevocably agrees to make a Stock Election with respect to at least 85% of such Stockholder's Subject Shares. (e) During the term of this Agreement, the Stockholder shall not not, nor shall it authorize or permit any officer, director, partner, employee or agent or any investment banker, attorney or other advisor or representative of the Stockholder to, directly or indirectly, (i) sellsolicit, transfer, pledge, assign initiate or otherwise dispose encourage the submission of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, Takeover Proposal or (ii) enter into participate in any voting arrangementdiscussions or negotiations regarding, whether by proxy, voting agreement or otherwise, furnish to any person any information with respect to, or take any other action to facilitate any Subject Shares and inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. The foregoing sentence shall not commit or agree to take prohibit the Stockholder from taking any action that would be permitted under Section 4.02 of the foregoing actionsMerger Agreement and in no event shall the Stockholder be liable for any action taken by the Company or the Stockholder in compliance with, or that would be permitted under, Section 4.02 of the Merger Agreement; PROVIDED, HOWEVER that this sentence shall not limit the obligations of the Stockholder under Sections 3(a), 3(b) and 3(j) and 4 hereof. (df) The Until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious expeditions manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) other transactions contemplated by the Merger Agreement. The foregoing sentence shall not prohibit the Stockholder hereby consents to from taking any action that would be permitted under Section 4.02 of the Merger Agreement and approves in no event shall the actions Stockholder be liable for any action taken by the Company Board or the Stockholder in approving compliance with, or that would be permitted under, Section 4.02 of the Reorganization Merger Agreement; PROVIDED, HOWEVER that this sentence shall not limit the obligations of the Stockholder under Sections 3(a), 3(b) and 3(j) and 4 hereof. (g) If, at the time the Merger Agreement is submitted for approval to the stockholders of the Company, a Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act, such Stockholder shall deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit A to the Merger Agreement. (h) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke, terminate or amend such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement, including withdrawing any Subject Shares from such trust or replacing any trustees of such trust. The Stockholder, on behalf of each such beneficiary, hereby acknowledges and agrees to be bound by the Plan terms of Mergerthis Agreement applicable to it. (i) Each Stockholder shall cause this Agreement to be filed with the Secretary of the Company. (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, each Stockholder shall pay to Parent on demand an amount equal to all profit (determined in accordance with Section 3(j)(ii)) of such Stockholder from the consummation of (A) any Company Acquisition consummated within 12 months following the termination of the Merger Agreement pursuant to Section 7.01(b)(iv) thereof or (B) any Company Acquisition that results in the Company being obligated to pay the Termination Fee in accordance with the Merger Agreement. (ii) For purposes of this Section 3(j), the Reincorporation profit of any Stockholder from any Company Acquisition shall equal (A) the aggregate consideration received by such Stockholder pursuant to such Company Acquisition, valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (B) the fair market value, on the date of disposition, of all Subject Shares of such Stockholder disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the fair market value of the aggregate consideration that would have been issuable or payable to such Stockholder if such Stockholder had received the Merger Consideration set forth in the Merger Agreement in effect on the date hereof (the "Original Merger Consideration"), valued as of the close of business on the last full trading day prior to the first public announcement by the Company of its intention to terminate the Merger Agreement as if the Merger had been consummated on the date of such public announcement. In addition, it is agreed that for purposes of this Section 3(j), the profit of any Stockholder from any Company Acquisition shall be net of any taxes paid or payable by Stockholder in respect of or otherwise attributable to such profit (after taking into account the present value of any tax benefits in respect of or otherwise attributable to any payment of such profit pursuant to Section 3(j)(i)); it being understood that any such Stockholder shall deliver to Parent a written opinion of a nationally recognized accounting firm as to the amount of any such net tax adjustments at the time of the payment of any profits pursuant to Section 3(j)(i). (iii) For purposes of this Section 3(j), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on the Nasdaq Stock Market shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq Stock Market for the five trading days before the date of determination; and (B) consideration that is other than cash or securities of the form specified in clause (A) of this Section 3(j)(iii) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by Parent and the Share ExchangeStockholders within 10 business days of the event requiring selection of such banking firm; PROVIDED, HOWEVER, that if Parent and the Stockholders are unable to agree within two business days after the date of such event as to the investment banking firm, then Parent and the Stockholders shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; PROVIDED FURTHER, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the one hand, and the Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (iv) Any payment of profit under this Section 3(j) shall be paid in the same form as the consideration received from the Company Acquisition or disposition (and, if the consideration received from the Company Acquisition or disposition was received in more than one form, in the same proportion as the forms of consideration received) and (x) to the extent paid in cash, shall be paid by wire transfer of same day funds to an account designated by Parent and (y) to the extent paid through a transfer of securities, shall be paid through delivery of such securities, suitably endorsed for transfer.

Covenants of Each Stockholder. Unless this Agreement is terminated Except as may otherwise be consented to by Newco in accordance with its termswriting, each such Stockholder, severally and not jointlyonly as to itself, covenants and agrees as follows: (a) At any meeting of the stockholders holders of the Company Common Stock and the holders of the Preferred Stock of the Company (together, the “Stockholders Meeting”) called to seek vote upon the Company Shareholder Approval Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement (including the treatment of the Subject Shares), or at any adjournment thereof thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Merger Agreement, the Reincorporation Merger, Merger or any of the Share Exchange or other transactions contemplated by the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to), any of the following (or any Contract to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Alternative Proposal and or (ii) any amendment of the Company Charter Company’s Certificate of Incorporation or the Company Bylaws By-laws or other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would is reasonably likely 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 dilute in any material respect the benefits to Newco of the Merger and the other transactions contemplated by the Merger Agreement or the transactions contemplated by this Agreement, or change in any manner impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Company Common Stock or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoingPreferred Stock (collectively, “Frustrating Transactions”). (c) Other than this Agreement, the Such Stockholder shall not (i) prior to the Stockholders Meeting, sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into consent to or permit any Contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of, any Subject Shares or any interest therein, 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 any interest therein, to any person other than pursuant to this Agreement or the TransactionsMerger Agreement, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting stockholder agreement with the Company Newco on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, agreement satisfactory to Newco or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Alternative Proposal or Frustrating Transaction with respect to any Subject Shares Shares, other than pursuant to this Agreement. (d) Subject to Section 3(h) with regard to Proha Plc (“Proha”), such Stockholder and its subsidiaries (other than the Company which is subject to restrictions in the Merger Agreement) shall not, nor shall such Stockholder or any of its subsidiaries authorize or direct any person or permit any Representative of such Stockholder or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Alternative Proposal or Frustrating Transaction or the making of any inquiry or proposal that could reasonably be expected to lead to a Alternative Proposal, or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Newco or its Representatives or the Company or its Representatives) any information with respect to any Alternative Proposal or Frustrating Transaction. Notwithstanding the foregoing and notwithstanding Section 3(e), nothing in this Agreement shall limit or restrict any person that is a director of the Company from acting in his or her capacity as a member of the Board of Directors of the Company. (e) (i) Such Stockholder shall not commit or agree to take any of the foregoing actions. (d) The Stockholder 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 action inconsistent with the other parties hereto in doing, all things necessary, proper transactions contemplated by this Agreement or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken transactions contemplated by the Company Board in approving the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (a) At any meeting of the stockholders of the Company Target called to seek vote upon the Company Shareholder Approval Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange Merger or the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Shareholder Approvaladoption by Target of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger Agreement. Such Stockholder hereby agrees not to take any action by written consent in any circumstance other than in accordance with this paragraph. (b) At any meeting of the stockholders of the Company Target or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all of the Subject Shares against of such Stockholder against, and shall not consent to (and shall cause not to be consented to) any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal or transaction or occurrence which if proposed and offered to Target or its stockholders (or any of them) would be a Takeover Proposal or (ii) any amendment of the Company Charter Target's Restated Certificate of Incorporation or the Company Bylaws By-laws or other proposal proposal, action or transaction involving the Company Target or any Company Subsidiaryof its subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would would, or could reasonably be expected to, prevent, impede, interfere with, hinder or delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this 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 the transactions contemplated by this Agreement, or change, other 5 than pursuant to the Merger Agreement, in any manner impedethe voting rights of Target Common Stock, frustrateTarget Series G Preferred Stock or any other voting securities of Target (collectively, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing"Frustrating Transactions"). (c) Other than in accordance with the terms of this Agreement, the such Stockholder 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 Contractcontract, option or other arrangement (including any profit-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 Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Merger Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Takeover Proposal or otherwise with respect to any the Subject Shares and Shares. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding any other provision of this Agreement, each Stockholder may Transfer all or a portion of such Stockholder's Subject Shares to any other person if such person expressly agrees in writing to be bound by all of the foregoing actionsprovisions of this Agreement. (d) The From and after the date of this Agreement, such Stockholder shall use not, and shall not authorize or permit any of its reasonable best efforts to takeSubsidiaries or affiliates (other than Target in accordance with the Merger Agreement) or any of its or their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, directly or indirectly, (i) solicit, initiate, encourage (including by way of furnishing information), or cause take any other action designed to be takenfacilitate, all actionsany inquiries or the making of any proposal that constitutes, and a Takeover Proposal or a Frustrating Transaction, (ii) enter into any agreement with respect to do, any Takeover Proposal or cause to be done, and to assist and cooperate Frustrating Transaction or (iii) participate in any discussions or negotiations regarding a Takeover Proposal or a Frustrating Transaction; provided that the foregoing shall not restrict actions taken by Stockholders in their capacity as directors of Target in accordance with Section 4.3 of the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Except in his capacity as a director of Target, such Stockholder hereby consents 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 Target in accordance with the Merger Agreement) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or other advisors or representatives to and approves issue any press release or make any other public statement, with respect to the actions taken by the Company Board in approving the Reorganization Merger Agreement, this Agreement, the Plan Merger or any of the other transactions contemplated by the Merger Agreement or this 6 Agreement without the prior written consent of Parent, except as may be required by applicable law, including any filings required under the Exchange Act. (f) Such Stockholder hereby waives any rights of appraisal, or right to dissent from the Merger, the Reincorporation Merger and the Share Exchangethat such Stockholder may have.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its terms, each Stockholder, severally and not jointly, Each Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger Agreement, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Reorganization Agreement, the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) all the Subject Shares of the such Stockholder (owned of record or beneficially) in favor of, and shall consent to (or cause to be consented to), the adoption of granting the Company Shareholder ApprovalMerger Agreement and the approval of the Merger. (b) At any meeting of the stockholders of the Company Company, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) is sought, the such Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) all the Subject Shares against of such Stockholder (owned of record or beneficially) against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any Company Takeover Proposal or any transaction or occurrence that if proposed and offered to the Company or its stockholders (or any of them) would constitute a Company Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company Charter Certificate or the by-laws of the Company Bylaws or any other proposal proposal, action or transaction involving the Company or any Company Subsidiaryof its Subsidiaries or any of its stockholders, which amendment or other proposal proposal, action or transaction would 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 this Agreement or to deprive Parent of any material portion of the benefits 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 impede, frustrate, prevent or nullify any provision the voting rights of the Reorganization AgreementCompany Common Stock or any other capital stock or voting interests or securities of the Company (collectively, the Plan of Merger, the Reincorporation Merger or the Share Exchange. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing"Frustrating Transactions"). (c) Other than pursuant to the Merger Agreement or this Agreement, the such Stockholder shall not (i) sell, transfer, pledge, assign assign, tender or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares of such Stockholder or any interest therein, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, or the creation or offer of any derivative security in respect of, any Subject Shares of such Stockholder (or any interest therein), to or with any person other than pursuant than, in the case of the Primary Stockholder to the Transactions, unless prior Citigroup Inc. or any of its direct or indirect subsidiaries which shall have agreed to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of be bound by this Agreement or agrees as a Stockholder by a written agreement reasonably satisfactory to become a party Parent that has been delivered to this Agreement pursuant to a customary joinder agreementParent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares of such Stockholder, and shall not commit or agree to take any of the foregoing actions. Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares of such Stockholder in a voting trust. (d) The Such Stockholder shall not, nor shall such Stockholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer or employee of such Stockholder or any of its Subsidiaries or any Representative of such Stockholder or any of its Subsidi aries to, directly or indirectly, (i) solicit, initiate or encourage, or take any other action knowingly to facilitate, any Alternative Transaction or Frustrating Transaction, (ii) enter into any agreement with respect to any Alternative Transaction or Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Alternative Transaction or Frustrating Transaction. (e) Such Stockholder shall use its reasonable best efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization transactions contemplated by this Agreement. Such Stockholder shall not commit or agree to take any action inconsistent with the transactions contemplated by this Agreement. (f) Such Stockholder shall not, nor shall such Stockholder permit any of its Subsidiaries to, nor shall it authorize or permit any director, officer or employee of such Stockholder or any of its Subsidiaries or any Representative of such Stockholder or any of its Subsidiaries to, directly or indirectly, issue any press release or make any other public statement or announcement with respect to the Merger Agreement, this Agreement, the Plan Merger or any of Mergerthe other transactions contemplated by the Merger Agreement or this Agreement, without the Reincorporation Merger and the Share Exchangeprior written consent of Parent, except as may be required by applicable law. (eg) The Notwithstanding anything to the contrary contained herein, nothing in this Section 3 shall prohibit any Stockholder hereby consents to and approves from, in his capacity as an officer and/or director of the actions taken by Company, taking any actions, on behalf of the Company, that the Board of Directors of the Company Board in approving is permitted to take under Section 4.02 of the Reorganization Merger Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its termsEach Stockholder, each Stockholderacting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal and or (ii) any amendment of the Company Charter Company's Restated Certificate of Incorporation or the Company Bylaws Amended and Restated By-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify nullify, or result in a breach of any provision covenant, representation or warranty or any other obligation of the Reorganization AgreementCompany under or with respect to, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Company Common Stock. The Stockholder shall not to commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not to commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Stockholder shall not, nor shall it authorize or permit any employee or affiliate of, or any investment banker, financial advisor, attorney, accountant or other representative of, the Stockholder to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any action to facilitate, any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding , or furnish to any person (other than Parent and any of its affiliates and representatives) any information with respect to, any Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any employee or affiliate of, or any investment banker, financial advisor, attorney, accountant or other representative of such Stockholder, whether or not such Person is purporting to act on behalf of such Stockholder, shall be deemed to be a violation of this Section 3(d) by such Stockholder. (e) Until the earlier of (i) the consummation of the Merger or (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Reorganization Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any press release or make any other public statement with respect to the Merger Agreement, the Plan Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of MergerParent, the Reincorporation Merger and the Share Exchangeexcept as may be required by Applicable Law. (ef) If, at the time the Merger Agreement is submitted for approval to the stockholders of the Company, a Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act, such Stockholder shall deliver to Parent on or prior to the Closing Date a written agreement substantially in the form attached as Exhibit B to the Merger Agreement. (g) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (h) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company Board in approving the Reorganization Merger Agreement and this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchangeother transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger. (i) (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, each Stockholder shall pay to Parent on demand an amount equal to all profit (determined in accordance with Section 3(i)(ii)) of such Stockholder, solely in his capacity as a stockholder of the Company, from the consummation of any Takeover Proposal that is consummated, or the definitive agreement with respect to which is entered into by the Company, in either case within 12 months after such termination. (ii) For purposes of this Section 3(i), the profit of any Stockholder, solely in his capacity as a stockholder of the Company, from the consummation of any Takeover Proposal shall equal (A) the aggregate consideration received by such Stockholder, solely in his capacity as a stockholder of the Company, as a result of the consummation of such Takeover Proposal, valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (B) the fair market value, on the date of sale or other disposition, of all Subject Shares of such Stockholder sold or otherwise disposed of after the termination of the Merger Agreement and prior to the date of such consummation less (C) the product of $2.72 and the number of Subject Shares owned by such Stockholder, which amount is payable to such Stockholder pursuant to the Merger Agreement, as in effect on the date hereof (the "Original Merger Consideration"). (iii) In the event that (A) prior to the Effective Time, a Takeover Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and (B) the Effective Time shall have occurred and Parent for any reason shall have increased the amount of the Original Merger Consideration, each Stockholder shall pay to Parent on demand an amount equal to the product of (x) the number of Subject Shares of such Stockholder and (y) 100% of the excess, if any, of (I) the per share cash consideration or the per share fair market value of any non-cash consideration, as the case may be, received by the Stockholder as a result of the consummation of the Merger, pursuant to the Merger Agreement as in effect on the date of such consummation, determined as of the Effective Time of the Merger, over (II) the Original Merger Consideration. (iv) For purposes of this Section 3(i), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on The Nasdaq Stock Market shall be equal to the average closing price per share of such security as reported on such exchange or The Nasdaq Stock Market for the five trading days after the date of determination; and (B) consideration which is other than cash or securities of the form specified in clause (i) of this Section 3(i)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by Parent and the Stockholder owning the largest number of Subject Shares as set forth on Schedule A attached hereto within 10 business days of the event requiring the selection of such investment banking firm; provided, however, that if such parties are unable to agree within two business days after the date of such event as to the investment banking firm, then such parties shall each select one investment banking firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the one hand, and the Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (v) Any payments under this Section 3(i) shall be paid to Parent as designated by it with the same kind of consideration received by each Stockholder in the transaction giving rise to such payment obligation.

Covenants of Each Stockholder. Unless this Agreement is terminated in accordance with its termsEach Stockholder, each Stockholderacting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the Stockholder shall, including by executing a written consent solicitation if requested by the CompanyParent, cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the adoption by the Company Shareholder Approvalof the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal and or (ii) any amendment of the Company Charter Company's Restated Certificate of Incorporation or the Company Bylaws Amended and Restated By-laws or other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify nullify, or result in a breach of any provision covenant, representation or warranty or any other obligation of the Reorganization AgreementCompany under or with respect to, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Company Common Stock. The Stockholder shall not to commit or agree to take any action inconsistent with the foregoing. (c) Other than this Agreement, the The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit-profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares and shall not to commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder's control to, deposit any Subject Shares in a voting trust. (d) The Stockholder shall use its reasonable best efforts to takenot, nor shall it authorize or permit any employee or affiliate of, or cause to be takenany investment banker, all actionsfinancial advisor, and to doattorney, accountant or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablerepresentative of, the Reorganization AgreementStockholder to, the Plan of Mergerdirectly or indirectly through another person, the Reincorporation Merger and the Share Exchange. (ei) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreementsolicit, the Plan of Merger, the Reincorporation Merger and the Share Exchange.initiate or

Covenants of Each Stockholder. Unless Until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and Stockholder agrees as follows: (a) No Stockholder shall, nor shall such Stockholder permit his or its Affiliates to (i) Transfer or enter into any contract, option or other agreement providing for the Transfer of any of the Subject Shares owned by such Stockholder or (ii) grant any proxies or powers of attorney or other authorization or consent in or with respect to the Subject Shares owned by such Stockholder, deposit any Subject Shares owned by such Stockholder into a voting trust or enter into a voting agreement or arrangement with respect to any Subject Shares owned by such Stockholder, or take any other action, that would materially restrict, limit or interfere with the performance of its or his obligations hereunder. The foregoing restrictions on Transfers of Subject Shares shall not prohibit any such Transfers by any Stockholder in connection with the transactions contemplated by the Merger Agreement or the Rollover Commitment Letter. (b) At any meeting of the stockholders shareholders of the Company called to seek vote upon the Company Shareholder Approval 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 Reorganization Agreement, Merger and/or the Reincorporation Merger, the Share Exchange or the Plan of Merger Agreement is sought, the each Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of the Subject Shares of the Stockholder (and each class thereof), in favor of granting the Company Shareholder Approvaladoption of the Merger Agreement and the approval of each of the transactions contemplated thereby. (bc) At any meeting of stockholders shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s a vote, consent or other approval (including by written consent) of all or some of the shareholders of the Company is sought, the each Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted), in person or by proxy, or deliver a written consent (or cause a consent to be delivered) covering, all of the Subject Shares (and each class thereof), 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 Takeover Proposal or any proposal made by any Person other than Parent or its Affiliates that was initiated in opposition to or in competition with the transactions contemplated by the Merger Agreement (a “Competing Proposal”) and (ii) any amendment of the Company Charter Company’s certificate of incorporation or the Company Bylaws by-laws or other proposal or transaction involving the Company or any Company Subsidiaryof its subsidiaries (other than the amendments of the Company’s certificate of incorporation and by-laws resulting from the Merger), which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify any provision of the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger Agreement or any of the Share Exchangeother transactions contemplated by the Merger Agreement or change in any manner the voting rights of each class of Common Stock. The Subject to Section 6, each Stockholder shall further agrees not to commit or agree to take any action inconsistent with the foregoing. (cd) Other than this Agreement, the Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including any profit-sharing arrangement) with respect Subject to the Transfer ofterms of Section 6, no Stockholder shall, nor shall any Subject Shares to Stockholder authorize or permit any person other than pursuant to the Transactions, unless prior to any such Transfer the transferee of such Stockholder’s Subject Shares Representatives to (and shall use all reasonable efforts to cause such Persons not to), directly or indirectly, initiate, solicit, or knowingly encourage any inquiry or the making of any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal, or continue or otherwise participate in any discussions or negotiations with any Person with respect to a Competing Proposal, or provide any non-public information or data concerning the Company or any of its Subsidiaries to any Person relating to a Competing Proposal. No Stockholder shall, alone or together with any other Person, make a Competing Proposal. If any Stockholder receives any inquiry or proposal regarding any Takeover Proposal, solely in his or her capacity as a shareholder of the Company, such Stockholder shall promptly inform Parent of such inquiry or proposal and the details thereof. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 4(d) by any of such Stockholder’s Representatives shall be deemed to be a party violation of this Section 4(d) by such Stockholder. Notwithstanding this Section 4(d), nothing in this Agreement shall prohibit any Stockholder from engaging in any discussions with any third Person with which the Company is permitted to this engage in discussions pursuant to Sections 5.2(a) or (c) of the Merger Agreement, enters regarding such Stockholder’s equity participation, investment or reinvestment in any Acquisition Proposal and terms related thereto, provided that prior to the termination of this Agreement pursuant to Section 8, such Stockholder will not enter into a voting any agreement with respect to such participation, investment or reinvestment. (e) Each Stockholder hereby agrees, while this Agreement is in effect, promptly to notify the Company on terms substantially identical Parent of the number of any new shares of Common Stock with respect to which beneficial ownership is acquired, if any, after the date hereof and before the Effective Time. Any such shares shall automatically become subject to the terms of this Agreement or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any as Subject Shares and shall not commit or agree to take any as though owned by the Stockholder as of the foregoing actionsdate hereof. (df) The Each Stockholder shall use its all 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 hereto in doing, all things necessary, proper or advisable to consummate carry out the intent and make effective, in the most expeditious manner practicable, the Reorganization purposes of this Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange. (e) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share Exchange.

Covenants of Each Stockholder. Unless From and after the date hereof and until the termination of this Agreement is terminated in accordance with its termsSection 8, each Stockholder, severally and not jointly, covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to seek vote upon the Company Shareholder Approval Merger, the Merger Agreement, the Asset Purchase or the Asset Purchase 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 Reorganization Merger, the Merger Agreement, the Reincorporation Merger, the Share Exchange Asset Purchase or the Plan of Merger Asset Purchase Agreement is sought, the such Stockholder shall, including by executing a written consent solicitation if requested by the Company, cause its shares to be present in person or by proxy for purposes of constituting a quorum and shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger and the Asset Purchase, the adoption by the Company Shareholder Approvalof the Merger Agreement and the Asset Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and the Asset Purchase Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval (including by written consent) is sought, the Stockholder shall cause its shares to be present in person or by proxy for purposes of constituting a quorum and vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of a material amount of assets (other than the Asset Purchase Agreement and the Asset Purchase), reorganization, recapitalization, dissolution, liquidation or winding-up of or by the Company or any other takeover proposal (collectively, "Takeover Proposal and Proposal"), (ii) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, the Asset Purchase Agreement or this Agreement or (iii) (x) any material amendment of the Company Charter Company's certificate of incorporation or by-laws, (y) any change in a majority of the persons who constitute the Board of Directors of the Company Bylaws or (z) any other proposal or transaction involving the Company or any Company SubsidiaryCompany, which amendment is intended or other proposal or transaction would in any manner could reasonably be expected to impede, frustrate, prevent prevent, delay or nullify any provision (A) the ability of the Reorganization Company to consummate the Merger or the Asset Purchase or (B) any of the transactions contemplated by this Agreement, the Plan of Merger, the Reincorporation Merger Asset Purchase Agreement or the Share ExchangeMerger Agreement. The Stockholder shall further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Other than this AgreementEach Stockholder, the Stockholder shall severally and not jointly, agrees not to (i) offer to sell, sell, transfer, encumber, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any Contractcontract, option or other arrangement (including any profit-sharing arrangement) with respect to or consent to the Transfer of, any the Subject Shares or any interest therein to any person other than pursuant to the Transactionsterms of the Merger, unless prior (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to the Subject Shares, deposit any such Transfer the transferee of such Stockholder’s Subject Shares is a party to this Agreement, enters into a voting agreement with the Company on terms substantially identical to the terms of this Agreement trust or agrees to become a party to this Agreement pursuant to a customary joinder agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, arrangement with respect to the Subject Shares, or any Subject Shares and shall not interest in the foregoing, except with Parent or Sub, (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing such Stockholder's obligations under this Agreement or (iv) commit or agree to take any of the foregoing actions. (d) The Each Stockholder shall use its reasonable best efforts hereby irrevocably waives any rights of appraisal or rights to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with dissent from the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in Merger that the most expeditious manner practicable, the Reorganization Agreement, the Plan of Merger, the Reincorporation Merger and the Share ExchangeStockholder may have. (e) The Each Stockholder hereby consents agrees with, and covenants to, Parent that the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such transfer is made in compliance with this Agreement. In the event of a stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend or distribution, or any change in the Common Stock by reason of any stock dividend, split-up, recapitalization~combination, exchange of shares or the like, the term "Subject Shares" shall be deemed to refer to and approves include the actions taken Subject Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Subject Shares may be changed or exchanged and the Purchase Price (as defined herein) shall be accordingly adjusted. Each Stockholder shall be entitled to receive any cash dividend paid by the Company Board during the term of this Agreement until the Subject Shares are canceled in approving the Reorganization Merger or purchased hereunder. (f) Each Stockholder, severally and not jointly, shall not, nor shall it authorize or permit any partner, officer, director or employee of, or any investment banker, attorney or other advisor or representative of, such Stockholder to, directly or indirectly, (i) solicit, initiate or encourage the submission of any Takeover Proposal or (ii) participate in any discussions, conversations, negotiations or other communications regarding, or furnish to any person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any other person or entity, to seek to do any of the foregoing or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or is likely to lead to, any Takeover Proposal; provided, however, that the foregoing shall not restrict a Stockholder who is also a director of the Company from taking actions in such Stockholder's capacity as a director to the extent and in the circumstances permitted by Section 4.02 of the Merger Agreement. Each Stockholder, in its capacity as such, will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the Plan of Mergerforegoing. (g) THE STOCKHOLDER HEREBY GRANTS TO, the Reincorporation Merger and the Share ExchangeAND APPOINTS SUB AND ANY DESIGNEE OF SUB, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SUBJECT SHARES OF STOCKHOLDER AS INDICATED IN SECTION 3(A) AND 3(B) ABOVE. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION OF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY STOCK HOLDER WITH RESPECT TO SUCH STOCKHOLDER'S SUBJECT SHARES.