Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof11, each ---------- Stockholder agrees Stockholder, severally and not jointly that such jointly, agrees as follows: (a) At any meeting of Stockholders of the Company called to vote upon the Siebel 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 Mergers and the Merger Agreement is sought, each Stockholder will not, shall vote (or cause to be voted) its Subject Shares in favor of the adoption by the Company of the Siebel Merger and will use its "reasonable efforts" (as defined in the approval of the Merger Agreement and each of the 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 a vote, consent or other approval of all or some of the Stockholders of the Company is sought, each Stockholder shall vote (or cause to not permit be voted) its Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Siebel Merger), consolidation, combination, sale or transfer of a material amount of assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any Acquisition 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 delay, impede, frustrate, prevent or nullify the Siebel Merger, the Merger Agreement or any of the Representatives other transactions contemplated by the Merger Agreement or change in any manner the voting rights of Siebel Stock. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the Company foregoing. (c) Except as provided in Section 4(d), each Stockholder agrees not to, directly or indirectly, (i) initiateTransfer or enter into any agreement, solicit, encourage option or otherwise facilitate other arrangement (including by way of furnishing information)any profit sharing arrangement) with respect to the Transfer of, any inquiries Subject Shares to any Person, other than in accordance with the Merger Agreement or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies proxies, deposit any Subject Shares into any voting trust or enter into any voting trust or other arrangement, whether by proxy, voting agreement or arrangement otherwise, with respect to the voting of Subject Shares, other than pursuant to this Agreement. Subject to Section 4(d), each Stockholder further agrees not to commit or agree to take any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each foregoing actions. (d) Notwithstanding the foregoing, each Stockholder agrees shall have the right to notify Acquiror Transfer its Subject Shares (i) in open market transactions in accordance with such Stockholder’s past practices over the 12 months prior to the date of this Agreement or Merger Sub promptly(ii) to a Permitted Transferee (as defined in this Section 4(d)) of such Stockholder if and only if such Permitted Transferee shall have agreed in writing, in a manner acceptable in form and substance to Oracle, (x) to accept such Subject Shares subject to the terms and conditions of this Agreement and (y) to be bound by this Agreement and to provide agree and acknowledge that such Person shall constitute a Stockholder for all details requested by Acquiror or Merger Subpurposes of this Agreement. “Permitted Transferee” means, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any Stockholder, (A) any other Stockholder, (B) a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of such Stockholder, (C) any charitable organization described in Section 170(c) of the foregoingCode, (D) any trust, the trustees of which include only the Persons named in clause (A) or (B) and the beneficiaries of which include only the Persons named in clause (A), (B) or (C), (E) any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only the Persons named in clause (A) or (B), or (F) if such Stockholder is a trust, the beneficiary or beneficiaries authorized or entitled to receive distributions from such trust.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof7, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause follows: (a) At any meeting of the Company to comply with the obligations stockholders of the Company set forth called to vote upon the Merger Agreement or at any adjournment thereof or in Section 7.8 any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, such Stockholder shall vote (or cause to be voted) its Subject Shares in favor of the adoption by the Company of the Merger ----------- AgreementAgreement (as it may be amended from time to time, provided that such amendment is not adverse to such Stockholder) and the approval of the terms thereof and each of the transactions contemplated thereby. Any vote cast in accordance with this Section 3(a) or in accordance with Section 3(b) shall be cast in such manner as will ensure that such vote is duly counted for purposes of determining whether a quorum is present and for purposes of determining the result of such vote. (b) Except At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder's vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) its Subject Shares against any (i) Acquisition Proposal or (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal, which transaction or amendment or other proposal would be reasonably likely to impede, frustrate, prevent or nullify the Merger or the Merger Agreement (as it may be amended from time to time, provided such amendment is not adverse to such Stockholder), or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Shares. Such Stockholder further agrees not to enter into any agreement inconsistent with the foregoing. (c) Such Stockholder shall not, prior to the earliest of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms, (x) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, or enter into any contract, option or other arrangement with respect to the Transfer of any or all of such Stockholder's Subject Shares or any interest therein or (y) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with any Acquisition Proposal and agrees not to commit or agree to take any of the foregoing actions other than Transfers to its Affiliates provided that such transferee agrees to be bound by the terms hereof, and Transfers pursuant to the terms of this Section 3(d). (d) In the event that Parent, Purchaser, or any affiliate thereof conducts a tender offer in accordance with the Merger Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without shall validly tender such Stockholder's Subject Shares and shall not withdraw Subject Shares so tendered. (e) Until after the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect earlier to the voting of any Capital Stock or any options, warrants or other rights to acquire stock occur of the Company. Each Stockholder agrees Merger being consummated or the Merger Agreement being terminated, such Stockholder, solely in its capacity as stockholder, shall use all reasonable efforts to notify Acquiror take, or Merger Sub promptlycause to be taken, all actions, and to provide do, or cause to be done, and to assist and cooperate with the other parties in doing, all details requested things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by Acquiror the Merger Agreement (as it may be amended from time to time, provided such amendment is not adverse to such Stockholder). (f) Such Stockholder, solely in its capacity as stockholder, shall not take any action which would restrict, limit or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, frustrate in any way the transactions contemplated by any Person with respect to any of the foregoingthis Agreement.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" Termination Date (as defined in the Merger AgreementSECTION 17 hereof), subject to Section 18(a) each Stockholder shall not, and shall use its reasonable efforts to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise knowingly facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Representatives of such Stockholder's Representatives the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, or to such Stockholder's knowledge, knowledge any of such Stockholder's RepresentativesRepresentatives of the Company, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "such Stockholder's reasonable efforts" efforts as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 SECTION 5.10 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each no Stockholder agrees severally and not jointly that such Stockholder will not, shall without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this ----------------------------- Agreement pursuant to in accordance with Section 15 hereof7, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause follows: (a) At any meeting of the Company to comply with the obligations stockholders of the Company set forth called to vote upon the Merger Agreement or at any adjournment thereof or in Section 7.8 any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, such Stockholder shall vote (or cause to be voted) its Subject Shares in favor of the adoption by the Company of the Merger ----------- AgreementAgreement (as it may be amended from time to time, provided that such amendment is not adverse to such Stockholder) and the approval of the terms thereof and each of the transactions contemplated thereby. Any vote cast in accordance with this Section 3(a) or in accordance with Section 3(b) shall be cast in such manner as will ensure that such vote is duly counted for purposes of determining whether a quorum is present and for purposes of determining the result of such vote. (b) Except At any meeting of the stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder's vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) its Subject Shares against any (i) - Acquisition Proposal or (ii) any amendment of the Company's certificate of -- incorporation or by-laws or other proposal, which transaction or amendment or other proposal would be reasonably likely to impede, frustrate, prevent or nullify the Merger or the Merger Agreement (as it may be amended from time to time, provided such amendment is not adverse to such Stockholder), or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Shares. Such Stockholder further agrees not to enter into any agreement inconsistent with the foregoing. (c) Such Stockholder shall not, prior to the earliest of (i) the - Effective Time and (ii) the termination of the Merger Agreement in -- accordance with its terms, (x) sell, transfer, give, pledge, assign or - otherwise dispose of (including by gift) (collectively, "Transfer"), -------- consent to any Transfer of, or enter into any contract, option or other arrangement with respect to the Transfer of any or all of such Stockholder's Subject Shares or any interest therein or (y) enter into any - voting arrangement, whether by proxy, voting agreement or otherwise, in connection with any Acquisition Proposal and agrees not to commit or agree to take any of the foregoing actions other than Transfers to its Affiliates provided that such transferee agrees to be bound by the terms hereof, and Transfers pursuant to the terms of this Section 3(d). (d) In the event that Parent, Purchaser, or any affiliate thereof conducts a tender offer in accordance with the Merger Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without shall validly tender such Stockholder's Subject Shares and shall not withdraw Subject Shares so tendered. (e) Until after the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect earlier to the voting of any Capital Stock or any options, warrants or other rights to acquire stock occur of the Company. Each Stockholder agrees Merger being consummated or the Merger Agreement being terminated, such Stockholder, solely in its capacity as stockholder, shall use all reasonable efforts to notify Acquiror take, or Merger Sub promptlycause to be taken, all actions, and to provide do, or cause to be done, and to assist and cooperate with the other parties in doing, all details requested things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by Acquiror the Merger Agreement (as it may be amended from time to time, provided such amendment is not adverse to such Stockholder). (f) Such Stockholder, solely in its capacity as stockholder, shall not take any action which would restrict, limit or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, frustrate in any way the transactions contemplated by any Person with respect to any of the foregoingthis Agreement.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof7, each ---------- Stockholder, in its capacity as such, agrees as follows: (a) Each Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiatesell, solicittransfer, encourage tender, pledge, hypothecate, encumber, assign or otherwise facilitate dispose of (including by way of furnishing information)collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any inquiries or all of the making of Subject Shares to any proposal or offer that constitutesPerson, except in each case for Transfers to such Stockholder’s affiliates as agree to be bound hereby, or may reasonably be expected to lead to an Acquisition Proposal, (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or maintain or continue discussions or negotiate otherwise, with any Person in furtherance of such inquiries or respect to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives the Subject Shares, other than pursuant to this Agreement. Such Stockholder further agrees not to commit or agree to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 foregoing actions or take any action that would have the effect of the Merger ----------- preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (b) Except pursuant Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Asset Purchase Transaction, and the related transactions. Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than Buyer, relating to any Acquisition Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in discussions or negotiations with any party other than Buyer with respect to any Acquisition Proposal. (c) Such Stockholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof5, each ---------- Stockholder, in its capacity as such, agrees as follows: (a) At the Company Stockholders’ Meeting or at any adjournment, postponement or continuation thereof or in any other circumstance occurring prior to the Company Stockholders’ Meeting upon which a stockholder vote or other stockholder approval with respect to the Merger and the Merger Agreement is sought, each Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" shall vote (or cause to be voted) the Subject Shares beneficially owned (as defined in Recital A above) by such Stockholder (i) in favor of the approval of the Merger and the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Parent and Merger Sub, against any Company Acquisition Proposal. 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 permit to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the Representatives of the Company provisions and agreements contained in this Section 3(a). (b) Each Stockholder agrees not to, directly or indirectly, (i) initiatesell, solicittransfer, encourage tender, pledge, encumber, assign or otherwise facilitate dispose of (including by way of furnishing information)collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or reduce his, her or its risk in a Constructive Sale (as defined below) with respect to, any inquiries or all of the making of any proposal or offer that constitutesSubject Shares, other than in accordance with the Merger Agreement, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, 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 trust or other arrangement, whether by proxy, voting agreement or arrangement with respect to the voting of any Capital Stock or any optionsotherwise, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingSubject 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 or take any action that would reasonably be expected to have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, each Stockholder may Transfer any or all of the Subject Shares (i) by will, or by operation of law, in which case this Agreement shall bind the transferee, or (ii) in connection with estate and charitable planning purposes, including Transfers to relatives, trusts and charitable organizations or by distribution to partners, members, stockholders or affiliates of the Stockholder, so long as the transferee, prior to such Transfer, executes a counterpart of this Agreement (with such modifications as Parent may reasonably request solely to reflect such transfer). As used herein, the term “Constructive Sale” shall mean a short sale with respect to any Subject Shares, entering into or 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 or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows; (a) From At any meeting of the date stockholders of this Agreement until the Effective Time orCompany called to seek the Company Shareholder Approvals or in any other circumstances upon which a vote, if earlier, the termination of this Agreement pursuant consent or other approval (including by written consent) with respect to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement, any other Transaction Agreement, the Merger or any other transaction contemplated thereby is sought, the Stockholder shall, including by initiating a written consent solicitation if requested by the Company, vote (or cause to be voted) to not permit any the Subject Shares of the Representatives Stockholder in favor of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- AgreementShareholder Approvals. (b) Except pursuant to the terms of Other than this Agreement, each the Stockholder agrees severally and shall not jointly that such Stockholder will notsell, without the prior written consent transfer, pledge, assign or otherwise dispose of Acquiror or Merger Sub(including by gift) (collectively, directly or indirectly"Transfer"), grant any proxies or enter into any voting trust contract, option or other agreement or arrangement (including any profit sharing arrangement) with respect to the voting Transfer of, any Subject Shares to any person other than pursuant to the Merger; provided, however, that the foregoing requirement shall not be applicable to any Transfer to any person who agrees to be subject to the provisions hereof. (c) The Stockholder shall not, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other adviser or representative of, the Stockholder to, directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal. The Stockholder promptly shall advise the Parent orally and in writing of its receipt of any Capital Stock or any optionsCompany Takeover Proposal, warrants or other rights to acquire stock the identity of the Company. Each person making any such Company Takeover Proposal, the material terms of any such Company Takeover Proposal and any changes to such material terms. (d) The Stockholder agrees shall use its best efforts to notify Acquiror take, or Merger Sub promptlycause to be taken, all actions, and to provide do, or cause to be done, and to assist and cooperate with the other parties in doing, all details requested things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (e) The Stockholder hereby consents to and approves the actions taken by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingCompany Board in approving the Transaction Agreements.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof5, each ---------- Stockholder, in its capacity as such, agrees as follows: (a) At the Company Stockholders’ Meeting or at any adjournment, postponement or continuation thereof or at any other stockholder meeting of the Company occurring prior to the Company Stockholders’ Meeting upon which a vote or other approval with respect to the Merger Agreement is sought, each Stockholder agrees severally and not jointly that shall vote (or cause to be voted) the Subject Shares held by such Stockholder will not, and will use its "reasonable efforts" (as defined i) in favor of the adoption of the Merger Agreement; and (ii) against any Alternative Transaction Proposal or Alternative Transaction or any other action which would reasonably be expected to not permit any adversely affect or interfere with the consummation of the Representatives transactions contemplated by the Merger 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 Company provisions and agreements contained in this Section 3(a). (b) Each Stockholder agrees not to, directly or indirectly, (i) initiatesell, solicittransfer, encourage tender, pledge, encumber, assign or otherwise facilitate dispose of (including by way of furnishing information)collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any inquiries or all of the making of Subject Shares to any proposal or offer that constitutesperson, other than in accordance with the Merger Agreement, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with grant any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or proxies (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause other than the Company to comply proxy card in connection with the obligations Company Stockholders’ Meeting or at any other stockholders’ meeting of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant if and to the terms of this Agreementextent such proxy is consistent with the Stockholder’s obligations under Section 3(a) hereof), each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant deposit any proxies Subject Shares into any voting trust or enter into any voting trust or other arrangement, whether by proxy, voting agreement or arrangement with respect to the voting of any Capital Stock or any optionsotherwise, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingSubject Shares, other than pursuant to this Agreement. Such Stockholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Stockholder shall not, nor shall such Stockholder permit any controlled affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Company Common Stock intended to facilitate any Alternative Transaction Proposal or Alternative Transaction or to cause stockholders of the Company not to vote to adopt the Merger Agreement. Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any person, other than Parent or Merger Sub, relating to any Alternative Transaction Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in discussions or negotiations with any party other than Parent, Merger Sub and the Company with respect to any Alternative Transaction Proposal. (d) Section 3(b) shall not prohibit a transfer of Subject Shares by any Stockholder (i) if such Stockholder is an individual, (A) to any member of such Stockholder’s immediate family, or to a trust for the benefit of such Stockholder or any member of such Stockholder’s immediate family, or (B) upon the death of such Stockholder, or (ii) if such Stockholder is a partnership, limited liability company or trust, to one or more partners, members or beneficiaries of such Stockholder or to an affiliated person (as defined in the Merger Agreement) under common control with such Stockholder; provided, however, that a transfer referred to in clauses (i) and (ii) of this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in writing to be bound by all of the terms of this Agreement. (e) Section 3(b) shall not prohibit (i) the exercise by such Stockholder of any option to acquire shares of Company Common Stock held by such Stockholder and disclosed in the footnote to Schedule A and (ii) the subsequent sale of any Subject Shares issued to such Stockholder upon such exercise; provided, however, that the number of Subject Shares held by such Stockholder shall at no time prior to the Company Stockholders’ Meeting be less than the number of Subject Shares disclosed in Schedule A as being held by the Stockholder (excluding, for this purpose, any Subject Shares that are beneficially owned by the Stockholder by virtue of the Stockholder’s right to acquire such shares within sixty (60) days after the date hereof); and provided, further, that to the extent reasonably practicable such Stockholder shall not sell any Subject Shares acquired upon the exercise of options until after the Company Stockholders’ Meeting, except to the extent that (x) it is reasonably certain that the FCC Consents and PSC Consents (each as defined in the Merger Agreement) will occur in advance of the Company Stockholders’ Meeting or (y) such sale is necessary to mitigate the impact on such Stockholder of Section 409A of the Internal Revenue Code of 1986, as amended.

Covenants of Each Stockholder. Each Stockholder hereby, severally and not jointly, covenants and agrees as follows: (a) From At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, in each case after such time as Purchaser has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of this Agreement until the Effective Time or, if earlier, the termination sale of this Agreement pursuant such Subject Shares to Section 15 hereofPurchaser, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" shall vote (as defined in or cause to be voted) the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Subject Shares of such Stockholder's Representatives to take any such action and, including by executing a written consent solicitation if requested by Parent or Purchaser, in respect of which such Stockholder shall promptly notify Acquiror then has or exercises voting control in favor of any such inquiries and proposals received the Merger, the adoption by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) Except At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s votes, consents or other approvals are sought, such Stockholder shall vote (or cause to be voted) the Subject Shares of such Stockholder in respect of which such Stockholder then has or exercises voting control against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (in each case except as contemplated by the Merger Agreement, including by the Interim Business Plan) or any other Acquisition 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 be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of common stock or other voting securities of the Company. The Stockholder further agrees not to commit or agree to take any action or enter into any agreement inconsistent with the foregoing. (c) Such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to any Transfer of, any or all of the 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, the Subject Shares to any person other than Parent, Purchaser or another permitted purchaser pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent Merger Agreement or otherwise to Purchaser in accordance with Sections 1 or 2 (other than any Transfer pursuant to the laws of Acquiror descent or Merger Sub, directly distribution) or indirectly, grant any proxies or (ii) enter into any other voting trust arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other agreement or arrangement otherwise, with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the CompanySubject Shares. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Such Stockholder shall be approached not commit or solicited, directly or indirectly, by any Person with respect agree to take any of the foregoingforegoing actions. (d) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement for purposes of ensuring that any restrictions on business combinations set forth in the DGCL and applicable to the Company and/or in the Bylaws of the Company do not, and will not, apply to this Agreement, the Merger Agreement or the transactions contemplated thereby. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under the DGCL in connection with the Merger.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof5, each ---------- Stockholder, in its capacity as such, agrees as follows: (a) At the Company Stockholders Meeting or at any adjournment, postponement or continuation thereof or in any other circumstances occurring prior to the Company Stockholders Meeting upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, each Stockholder agrees severally shall vote (or cause to be voted) the Subject Shares (and not jointly that each class thereof) held by such Stockholder will not, (i) in favor of the approval of the Merger and will use its "reasonable efforts" (as defined in the approval and adoption of the Merger Agreement; and (ii) except with the written consent of Spinco, against any Company Acquisition Proposal. 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 permit to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the Representatives of the Company provisions and agreements contained in this Section 3(a). (b) Each Stockholder agrees not to, directly or indirectly, (i) initiatesell, solicittransfer, encourage tender, pledge, encumber, assign or otherwise facilitate dispose of (including by way of furnishing information)collectively, a “Transfer”) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any inquiries or all of the making of Subject Shares to any proposal or offer that constitutesperson, other than in accordance with the Merger Agreement, except in each case for Transfers to such Stockholder’s affiliates as agree to be bound hereby, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, 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 the Stockholder’s obligations under Section 3(a) hereof), deposit any Subject Shares into any voting trust or enter into any voting trust or other arrangement, whether by proxy, voting agreement or arrangement with respect to the voting of any Capital Stock or any optionsotherwise, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingSubject Shares, other than pursuant to this Agreement. Such Stockholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement. (c) Such Stockholder shall not, nor shall such Stockholder permit any controlled affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled affiliate to act in concert with any person to make, or in any manner participate in, directly or indirectly, a “solicitation” (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any person with respect to the voting of, any shares of Common Stock intended to facilitate any Company Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Merger Agreement. Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any person, other than Spinco, relating to any Company Acquisition Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in discussions or negotiations with any party other than Spinco and AT Co. with respect to any Company Acquisition Proposal.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof8, each ---------- Stockholder agrees Stockholder, severally and not jointly that such jointly, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder will notshall vote (or cause to be voted) the Subject Shares (and each class thereof) in favor of the Merger, the adoption by the Company of the Merger Agreement and will use its "reasonable efforts" (as defined in the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) The Stockholder shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to not the Subject Shares, deposit the Subject Shares into a voting trust or enter into a voting agreement with respect to the Subject Shares. (c) Subject to the terms of Section 12, during the term of this Agreement, the Stockholder shall not, nor shall it permit any director, officer, partner, employee or agent or any investment banker, attorney or other adviser or representative of the Representatives of the Company Stockholder to, directly or indirectly, (i) initiate, solicit, initiate or encourage the submission of, any merger agreement or otherwise facilitate merger (including by way of furnishing informationother 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 as such term is defined in Section 4.02(a) of the Merger Agreement (a "Competing Proposal") or (ii) 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 or offer that constitutes, or may reasonably be expected to lead to to, any Competing Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by an Acquisition Proposal, (ii) enter into investment banker or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposalattorney retained by, or (iii) agree toother adviser or representative of, approvesuch Stockholder, recommend, whether or endorse any Acquisition Proposal, or authorize or permit any not such person is purporting to act on behalf of such Stockholder's Representatives , shall be deemed to take be a violation of this Section 3(c) by such Stockholder. (d) Subject to the terms of Section 12, until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement; provided, however, that nothing in this paragraph 3(d) shall limit or affect any such action andactions taken by a Stockholder in good faith in his or her capacity as an officer or director of the Company. (e) 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 or for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, deliver to such Stockholder's knowledge, any of such Stockholder's Representatives, relating Parent on or prior to any of such matters. Each Stockholder severally and not jointly further agrees the Closing Date a written agreement substantially in the form attached as Exhibit A to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (bf) Except pursuant 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, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect Agreement applicable to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingit.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof7, each ---------- Stockholder agrees Stockholder, severally and not jointly jointly, agrees as follows: (a) Without in any way limiting the Stockholder's right to vote the Subject Shares in its sole discretion on any other matters that such Stockholder will notmay be submitted to a stockholder vote, and will use its "reasonable efforts" consent or other approval (as defined in the Merger Agreement) to not permit including by written consent), at any meeting of the Representatives stockholders of the Company tocalled to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, directly consent or indirectly, (i) initiate, solicit, encourage or otherwise facilitate other approval (including by way written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall, including by initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) the Subject Shares (and each class thereof) in favor of furnishing information)the Merger, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries approval and proposals received adoption by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement and the approval of the other transactions contemplated by the Merger Agreement. (b) Except pursuant to the terms of The Stockholder shall not, except as contemplated by this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement powers of attorney with respect to the Subject Shares, deposit the Subject Shares into a voting of any Capital Stock trust or any optionsenter into a voting agreement with respect to the Subject Shares. (c) If, warrants or other rights at the time the Merger Agreement is submitted for approval to acquire stock the stockholders of the Company. Each , a Stockholder agrees to notify Acquiror is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act or for purposes of 115 5 qualifying the Merger Sub promptlyfor pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, and to provide all details requested by Acquiror or Merger Sub, if 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. (d) 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 the Stockholder's right to vote the Subject Shares on behalf of such trust in accordance with this Agreement. Each such beneficiary hereby acknowledges and agrees to be approached or solicited, directly or indirectly, bound by any Person the terms of this Agreement applicable to it. (e) Each Stockholder shall cause this Agreement to be filed with respect to any the Secretary of the foregoingCompany.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. Each Stockholder hereby, ----------------------------- severally and not jointly, covenants and agrees as follows: (a) From At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of this Agreement until the Effective Time orsale of such Subject Shares to Merger Subsidiary, each Stockholder shall vote (or cause to be voted) the Subject Shares of such Stockholder, including by executing a written consent solicitation if earlierrequested by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or exercises voting control in favor of the Merger, the termination adoption by the Company of this the Merger Agreement pursuant to Section 15 hereof, and the approval of the terms thereof and each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in 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 such Stockholder's votes, consents or other approvals are sought, such Stockholder shall vote (or cause to not permit be voted) the Subject Shares of such Stockholder in respect of which such Stockholder then has or exercises voting control 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 Acquisition Proposal and (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the Representatives other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of common stock or other voting securities of the Company Company. The Stockholder further agrees not to commit or agree to take any action or enter into any agreement inconsistent with the foregoing. (c) Except for Xxxxxxx Xxxxxxx'x obligations to Xxxxx X. Xxxxxx as set forth on the signature page attached hereto, such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the -------- 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, the Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's designee pursuant to the terms of the Offer or the Merger or otherwise to Merger Subsidiary in accordance with Section 1 (other than any Transfer pursuant to the laws of descent or distribution) or (ii) enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares. Such Stockholder shall not commit or agree to take any of the foregoing actions. (d) Neither such Stockholder nor any of its officers, directors or employees shall, and such Stockholder shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) initiate, solicit, initiate or encourage or otherwise facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an to, any Acquisition Proposal, (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations regarding any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, Proposal or (iii) agree to, approve, recommend, enter into any agreement with respect to any Acquisition Proposal. Such Stockholder promptly shall advise Buyer and Merger Subsidiary orally and in writing of any Acquisition Proposal or endorse inquiry made to such Stockholder with respect to or that could lead to any Acquisition Proposal, the identity of the person making such Acquisition Proposal or authorize or permit any inquiry (if such identification is not prohibited by the terms of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror the Acquisition Proposal) and the material terms of any such inquiries and proposals received by such Acquisition Proposal or inquiry. The foregoing provisions of this paragraph (d) shall not, however, prohibit an individual Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder orthat is a legal entity, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as who is a stockholder to cause the Company to comply with the obligations director of the Company set forth in Section 7.8 from performing his or her legally required fiduciary duties as a director of the Company as permitted or required under the Merger ----------- Agreement. (be) Except pursuant Such Stockholder hereby consents to and approves the terms actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement for purposes of ensuring that the restrictions on business combinations set forth in Parts 2 and 3 of Article 11 of the Georgia Code and in the Bylaws of the Company do not, and will not, apply to this Agreement, each the Merger Agreement or the transactions contemplated thereby. Such Stockholder hereby waives, and agrees severally and not jointly that such Stockholder will notto exercise or assert, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other appraisal rights to acquire stock under Article 13 of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person Georgia Code in connection with respect to any of the foregoingMerger.

Covenants of Each Stockholder. 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 IXC called to vote upon the Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger or the Merger Agreement is sought, such Stockholder shall, including by executing a written consent solicitation if requested by CBI, vote (or cause to be voted) the Subject Shares in favor of the adoption by IXC 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) Other than in accordance with the terms of this Agreement, 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 Contract, option or other arrangement (including any profit sharing or other derivative arrangement) with respect to the Transfer of, any Subject Shares or any interest therein to any person other than pursuant to the Merger Agreement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any IXC Takeover Proposal or otherwise with respect to the Subject Shares. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. Notwithstanding any other provision of this Agreement, (i) each Stockholder may, in the aggregate, Transfer up to 200,000 of such Stockholder's Subject Shares and (ii) 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 provisions of this Agreement. (c) From and after the date of this Agreement until the Effective Time orAgreement, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will shall not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to shall not authorize or permit any of the Representatives its Subsidiaries or affiliates (other than IXC) or any of the Company its or their directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to, directly or indirectly, (i) solicit, initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition IXC Takeover Proposal, (ii) enter into or maintain or continue discussions or negotiate any agreement with respect to any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, IXC Takeover Proposal or (iii) agree toparticipate in any discussions or negotiations regarding an IXC Takeover Proposal. (d) Such Stockholder shall not issue any press release or make any other public statement, approve, recommend, or endorse any Acquisition Proposal, or and shall not authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, its Subsidiaries or affiliates (other than IXC) or any of such Stockholder's Representativesits or their directors, relating officers, employees, partners, investment bankers, attorneys or other advisors or representatives to issue any of such matters. Each Stockholder severally and not jointly further agrees press release or make any other public statement, with respect to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of , this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement without the prior written consent of Acquiror or Merger SubCBI, directly or indirectlyexcept as may be required by applicable law, grant including any proxies or enter into any voting trust or other agreement or arrangement with respect to filings required under the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingExchange Act.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Effective Time or, if earlier, Until the termination of this Agreement pursuant to in accordance with Section 15 hereof8, each ---------- Stockholder agrees Stockholder, severally and not jointly that such Stockholder will notjointly, and will use its "reasonable efforts" agrees as follows: (as defined in a) At any meeting of stockholders of the Company called to vote upon the Merger Agreementand 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 not permit the Merger and the Merger Agreement is sought, the Stockholder shall, including by initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) his, her or its Non-Trust Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement or any of the Representatives other Transaction Agreements. (b) At any meeting of stockholders of the Company toor at any adjournment thereof or in any other circumstances upon which the stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) his, her or its Non-Trust 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 or (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 the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or any of the other Transaction Agreements or change in any manner the voting rights of each class of Company Common Stock. Subject to Section 10, the Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder agrees not to (i) sell, transfer (including by gift), pledge, assign or otherwise dispose of or, in the case of any shares of Class B Common Stock, otherwise Transfer (within the meaning of paragraph (xii) of Division (C)(5) of Article IV of the Restated Certificate of Incorporation of the Company) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, his, her or its Non-Trust Shares and/or Trust Shares to any person other than pursuant to the terms of the Merger, unless such transferee agrees to be bound by the terms of this Agreement as if he, she or it had originally executed this Agreement as a Stockholder (any such person so agreeing to be bound, a "Transferee") and, in the case of shares of Class B Common Stock, only in a manner that would not cause such shares of Class B Common Stock to be converted into shares of Class A Common Stock (it being understood that no sale, transfer, pledge, assignment, disposition or Transfer that may occur as the result of the involuntary bankruptcy of the Stockholder will constitute a breach of this Agreement); provided, however, that not more than an aggregate of 603,993 shares of Class B Common Stock may be sold or transferred by all Stockholders collectively to one or more Transferees in a manner that would cause such shares of Class B Common Stock to be converted into shares of Class A Common Stock, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or indirectly, any Takeover Proposal, (iii) convert, or cause to be converted, or take any action that would result in the conversion of, any of his, her or its Non-Trust Shares consisting of Class B Common Stock into shares of Class A Common Stock (except as permitted in subsection (i) initiateabove), (iv) transfer to the Trustees any Trust Certificates in connection with the withdrawal of any his, her or its Trust Shares from the Trust pursuant to Section 4 of the Trust Agreement or otherwise or (v) execute any instrument directing the termination of the Trust pursuant to Section 20 of the Trust Agreement or otherwise. Subject to Section 10, the Stockholder further agrees not to commit or agree to take any of the foregoing actions. (d) Subject to Section 10, during the term of this Agreement, the Stockholder shall not, nor shall it authorize any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or otherwise (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 (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Takeover Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (be) Except Until after the Merger is consummated or the Merger Agreement is terminated pursuant to its terms, the terms of this AgreementStockholder shall use all reasonable efforts to take, each Stockholder agrees severally and not jointly that such Stockholder will notor cause to be taken, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptlyall actions, and to provide do, or cause to be done, and to assist and cooperate with the other parties in doing, all details requested things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and each of the other transactions contemplated by Acquiror the Merger Agreement or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingother Transaction Agreements. (f) The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Non-Trust Shares are not irrevocable, and that any such proxies are hereby revoked. (g) In the case of each of Mary X. Xxxxxxx xxx Louixx Xxxxxxx Xxxxxxx, the Stockholder shall not decline appointment as a trustee of the Trust as contemplated by Section 15 of the Trust Agreement or otherwise unless she is not legally qualified to be appointed.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) From Immediately following the date execution and delivery of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement, the Stockholder shall execute and deliver the Stockholder Consent to the Company. The Stockholder will not thereafter revoke or modify, or encourage other Stockholders to revoke or modify, the Stockholder Consent, and the Stockholder will not thereafter execute another written consent or vote (or cause to be voted) the Subject Shares of the Stockholder for any proposal that will approve any action in conflict with the Stockholder Consent or that would otherwise be reasonably likely to not permit impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or the consummation of any of the Representatives transactions contemplated hereby or thereby. (b) The Stockholder shall not 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 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 the Merger Agreement, other than pursuant to this Agreement or another Ancillary Agreement, and shall not commit or agree to take any of the Company toforegoing actions. Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (i) initiate, solicit, encourage by operation of law or otherwise facilitate (including by way of furnishing informationotherwise), any inquiries either voluntarily or the making of any proposal or offer that constitutesinvoluntarily, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust contract, option or other agreement or arrangement with respect to the voting sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Subject Shares; provided, however, that a merger, consolidation or similar business combination transaction in which F Co Parent is a constituent corporation (or otherwise a party including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of F Co Parent’s outstanding capital stock, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be the Transfer of any Capital Stock Subject Shares beneficially owned by F Co Parent or any optionsof its Subsidiaries, warrants provided that the primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or other rights surviving person to acquire stock such a merger, consolidation or similar business combination transaction, if not F Co Parent, expressly assumes all obligations of F Co Parent under this Agreement. For purposes of this Agreement, the term Transfer shall include the sale of an Affiliate of F Co Parent or F Co Parent’s interest in an Affiliate that beneficially owns Subject Shares unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the first proviso of the Company. previous sentence. (c) At or prior to the Closing, the Stockholder shall execute and deliver each Ancillary Agreement to which it has been designated to become a party thereto pursuant to the Merger Agreement. (d) Each Stockholder hereby agrees that effective immediately prior to notify Acquiror or Merger Sub promptlythe Effective Time, each of (i) the Stockholders Agreement, dated as of March 9, 2005, by and among the F Co and the Stockholders, and (ii) the Registration Rights Agreement, dated as of March 9, 2005, by and among F Co and the Stockholders shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Stockholders Agreement and Registration Rights Agreement shall be of no further force or effect. TPG GenPar IV, L.P. agrees that effective immediately prior to provide all details requested the Effective Time, that the Management Agreement, dated as of March 9, 2005, by Acquiror and between F Co and TPG GenPar IV, L.P. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or Merger Subeffect. THL Managers V, if LLC agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and THL Managers V, LLC shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. Evercore Advisors L.L.C. agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and Evercore Advisors L.L.C. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. (e) Each Stockholder (other than F Co Parent) hereby agrees that, effective as of the Effective Time and thereafter, such Stockholder shall be approached have no rights to approve or solicited, directly veto any changes or indirectly, by any Person with respect amendments to any of the foregoingIntercompany Agreements.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (a) From At any meeting of the date stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement or the Merger is sought, the Stockholder shall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (b) The Stockholder hereby agrees, while this Agreement until the Effective Time oris in effect, if earlier, and except as contemplated hereby or in connection with the termination of this the Merger Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement7.1(g) to not permit any of the Representatives of the Company to, directly or indirectlythereof, (i) initiatenot to enter into any voting agreements, whether by proxy, voting agreement or other voting arrangement with respect to the Subject Shares, and (ii) not to take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the effect of preventing the Stockholder from performing its obligations under this Agreement. (c) The Stockholder shall not (i) solicit, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal Alternative Proposal or offer (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that constitutesthe Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and is engaging, in discussions or may reasonably be expected negotiations with such person regarding such Alternative Proposal pursuant to lead to an Acquisition Proposalthe Merger Agreement. (d) The Stockholder shall not (i) sell, transfer or otherwise dispose of any of its Subject Shares, any beneficial ownership thereof or any other interest therein, and (ii) enter into any contract, arrangement or maintain or continue discussions or negotiate understanding with any Person in furtherance of such inquiries person that violates or conflicts with or would reasonably be expected to obtain an Acquisition Proposalviolate or conflict with, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the ’s obligations of the Company set forth in under this Section 7.8 of the Merger ----------- Agreement3(d). (be) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptlytake, and to provide all details requested by Acquiror or Merger Subcause the Xxxxxxx Representative (as defined in the Stockholders Agreement) to take, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect action as is necessary to any terminate the Stockholders Agreement as of the foregoingEffective Time of the Merger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, agrees, subject to the terms and conditions of this Agreement, as follows: (a) From At any meeting of stockholders of the date Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, such Stockholder shall vote (or cause to be voted) his or its Subject Shares in favor of this the Merger and the adoption by the Company of 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 vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) his or its Subject Shares against (i) any ALTERNATIVE TRANSACTION, (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement until or any of the Effective Time orother transactions contemplated by the Merger Agreement or change in any manner the voting rights of the Common Stock, if earlieror (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. Subject to Section 10, the Stockholder further agrees not to enter into any agreement or take any action inconsistent with the foregoing. (c) Such Stockholder shall not, prior to the earliest of (i) the EFFECTIVE TIME and (ii) the termination of this 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 his or its 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, his or its Subject Shares to any person (unless such person agrees in writing to be bound by all of the terms of this Agreement and written notice of such Transfer is given promptly to Investor) other than pursuant to Section 15 hereofthe terms of the Merger or (B) enter into any voting arrangement, each ---------- directly or indirectly, whether by proxy, voting agreement or otherwise, in respect of his or its Subject Shares, and such Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit commit or agree to take any of the Representatives foregoing actions. (d) Subject to the terms of Section 10, during the Company term of this Agreement, such 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) initiate, solicit, initiate or encourage or otherwise facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, Alternative Transaction or (ii) enter into or maintain or continue participate in any discussions or negotiate negotiations regarding any proposed Alternative Transaction. (e) 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. (f) Such Stockholder agrees that he or it shall complete and deliver the Election Form to the Paying Agent prior to the expiration of the Election Date and, pursuant to such Election Form, the Stockholder, after consultation with any Person the Investor, shall elect to retain such number of Shares that, after giving effect to the proration set forth in furtherance Section 2.3 of the Merger Agreement, will cause such inquiries or Stockholder to obtain an Acquisition Proposal, or retain (iiii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any 50% of such Stockholder's Representatives to take Shares plus (ii) any such action and, such Stockholder shall promptly notify Acquiror Warrants plus (iii) the number of all Shares issued upon the exercise of any such inquiries and proposals received by such Stockholder orWarrants, to such Stockholder's knowledge, any in lieu of such Stockholder's Representatives, relating Shares being converted into the right to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause receive the Company to comply with the obligations of the Company set forth in Section 7.8 of the Cash Merger ----------- AgreementPrice for each Share. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. (a) From Until the date earlier of this Agreement until the Effective Time or, if earlier, Closing Date and the termination of this Agreement pursuant to in accordance with Section 15 hereof8, each ---------- Stockholder agrees Stockholder, severally and not jointly that such jointly, agrees as follows: (a) At any meeting of stockholders of Parent or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder will notshall vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any Alternative Transaction, and will use its "reasonable efforts" (as defined in ii) any amendment of Parent's certificate of incorporation or by-laws or other proposal or transaction involving Parent, which amendment or other proposal or transaction could impede, frustrate, prevent or nullify the Merger Purchase Agreement) to not permit , the Related Documents or any of the Representatives transactions contemplated thereby or change in any manner the voting rights of any class of Parent's capital stock, or (iii) any action that could cause Parent to breach any representation, warranty or covenant contained in the Company toPurchase Agreement or the Related Documents. The Stockholder further agrees not to enter into any agreement or take any action inconsistent with the foregoing. (b) The Stockholder shall not (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 contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares to any Person or (B) enter into any voting arrangement, directly or indirectly, (i) initiatewhether by proxy, solicitvoting agreement or otherwise, encourage in respect of the Subject Shares, and the Stockholder agrees not to commit or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreementforegoing actions. (bc) Except pursuant 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, the Purchase Agreement or the Related Documents. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect Agreement applicable to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoingit.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) From immediately following the date execution and delivery of this Agreement, each Stockholder shall consent to the adoption of the Merger Agreement until by delivering to the Effective Time orCompany a Principal Stockholder Consent in the form of Exhibit A hereto. (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, if earlierconsent or other approval is sought, the termination Stockholder shall vote (or cause to be voted) the Subject Shares of this the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement pursuant and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other business combination involving the Company, (ii) any Company Takeover Proposal and (iii) 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 in any manner is reasonably likely to Section 15 hereofimpede, each ---------- Stockholder agrees severally and not jointly that such Stockholder will notfrustrate, and will use its "reasonable efforts" (as defined in prevent or nullify any provision of the Merger Agreement) to not permit , any other Transaction Agreement or the Merger or the consummation of any of the Representatives transactions contemplated hereby or thereby or change in any manner the voting rights of any class of Company Capital Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Other than pursuant to the terms of 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 with respect to the Transfer of, or any profit sharing arrangement relating to, any Subject Shares to or with any person other than pursuant to the Merger Agreement or other Transaction Agreements 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 Company foregoing actions. (d) The Stockholder shall not, nor shall it authorize or permit any Representative of the Stockholder to, directly or indirectly, (i) initiate, directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or otherwise (iii) 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 (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal; provided, however, that the Stockholder may, and may authorize and permit any Representative of the Stockholder to, participate in discussions or negotiations with any person regarding a Company Takeover Proposal if at such time (i) such Stockholder has been notified by the Company that the Company is permitted to an Acquisition Proposalengage in discussions or negotiations with such person regarding such Company Takeover Proposal in accordance with Section 5.02(a) of the Merger Agreement (“Permitted Discussions or Negotiations”), (ii) enter into such Stockholder reasonably believes that the Company is permitted to engage in Permitted Discussions or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition ProposalNegotiations, or and (iii) agree the Company is actually engaged in Permitted Discussions or Negotiations. The Stockholder shall, and shall cause each Representative of the Stockholder to, approve, recommend, immediately cease and cause to be terminated all existing discussions or endorse negotiations with any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person person conducted heretofore with respect to any Company Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished to such person or its Representatives. The Stockholder promptly shall advise Parent orally and in writing of any Company Takeover Proposal or inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal, the identity of the foregoingperson making any such Company Takeover Proposal or inquiry and the material terms of any such Company Takeover Proposal or inquiry. (e) The Stockholder shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably requested by Parent from the Stockholder in its capacity as a stockholder of the Company to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger and the other transactions contemplated hereby and by the other Transaction Agreements as in effect on the date hereof. The Stockholder shall not issue any press release or make any other public statement with respect to any Transaction Agreement, the Merger or any other transaction contemplated hereby or by the other Transaction Agreements without the prior consent of Parent, except as may be required by applicable Law or court process after consultation with, and having provided an opportunity for review and comment on such press release or other public statement by, the Company to the extent practicable. (f) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Transaction Agreements, the Merger and the other transactions contemplated hereby or thereby. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 in connection with the Merger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, agrees, subject to the terms and conditions of this Agreement, as follows: (a) From the date In connection with any closing of this Agreement until the Effective Time or, if earlier, the termination of this Agreement a purchase and sale pursuant to Section 15 hereofthe exercise of an Option, each ---------- Stockholder agrees severally to deliver to the Escrow Agent promptly after receipt of a notice of exercise, all certificates evidencing the Subject Shares held by such Stockholder, duly endorsed in blank for transfer, or accompanied by stock powers and not jointly that such Stockholder will not, and will use its "reasonable efforts" (other documents as defined may be necessary in the Merger Agreement) Investor's judgment to not permit any transfer record ownership of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, Subject Shares being sold pursuant to such Stockholder's knowledge, any of such Stockholder's Representatives, relating exercise to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" or as a stockholder to cause directed by the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- AgreementInvestor. (b) Except pursuant At any meeting of stockholders of the Company called to vote upon the terms of this AgreementMerger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement approval (including by written consent) with respect to the voting Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) in favor of the Merger and the adoption by the Company of the Merger Agreement. (c) At any Capital Stock meeting of stockholders of the Company or at any optionsadjournment thereof or in any other circumstances upon which the Stockholder's vote, warrants consent or other rights approval is sought, the Stockholder shall vote (or cause to acquire stock be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) against (i) any Alternative Transaction as such term is defined in Section 5.2 of the Merger Agreement, (ii) any amendment of the Company. Each Stockholder agrees 's certificate of incorporation or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to notify Acquiror impede, frustrate, prevent or nullify the Merger, the Merger Sub promptly, and to provide all details requested by Acquiror Agreement or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, agrees, subject to the terms and conditions of this Agreement, as follows: (a) From In connection with any closing of a purchase and sale pursuant to the date exercise of this an Option, each Stockholder agrees to deliver to the Escrow Agent promptly after receipt of a notice of exercise, 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 the Investor's judgment to transfer record ownership of the Subject Shares being sold pursuant to such exercise to or as directed by the Investor. (b) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement until 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 Effective Time or, if earlierMerger and the Merger Agreement is sought, the termination Stockholder shall vote (or cause to be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) in favor of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally the Merger and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the adoption by the Company of the Merger Agreement. (c) to not permit At any meeting of the Representatives stockholders of the Company toor at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, directly consent or indirectlyother approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) against (i) initiate, solicit, encourage or otherwise facilitate (including by way any Alternative Transaction as such term is defined in Section 5.2 of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition ProposalMerger Agreement, (ii) enter into any amendment of the Company's certificate of incorporation or maintain by-laws or continue discussions other proposal or negotiate with transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any Person of the other transactions contemplated by the Merger Agreement or change in furtherance any manner the voting rights of such inquiries or to obtain an Acquisition Proposalany class of Company Common Stock, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to that would cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreementbreach any representation, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror warranty or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.covenant

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (a) From At any meeting of the date stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement or the Merger is sought, the Stockholder shall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (b) The Stockholder hereby agrees, while this Agreement until the Effective Time oris in effect, if earlier, and except as contemplated hereby or in connection with the termination of this the Merger Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement7.1(g) to not permit any of the Representatives of the Company to, directly or indirectlythereof, (i) initiatenot to enter into any voting agreements, whether by proxy, voting agreement or other voting arrangement with respect to the Subject Shares, and (ii) not to take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the effect of preventing the Stockholder from performing its obligations under this Agreement. (c) The Stockholder and its controlling affiliates (which shall not be deemed to include any portfolio companies of such affiliates for the purposes of this subsection (c)) shall not (i) solicit, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal Alternative Proposal or offer (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that constitutesthe Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and is engaging, in discussions or may reasonably be expected negotiations with such person regarding such Alternative Proposal pursuant to lead to an Acquisition Proposalthe Merger Agreement. (d) The Stockholder shall not (i) sell, transfer or otherwise dispose of any of its Subject Shares, any beneficial ownership thereof or any other interest therein, and (ii) enter into any contract, arrangement or maintain or continue discussions or negotiate understanding with any Person in furtherance of such inquiries person that violates or conflicts with or would reasonably be expected to obtain an Acquisition Proposalviolate or conflict with, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the ’s obligations of the Company set forth in under this Section 7.8 of the Merger ----------- Agreement3(d). (be) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptlytake, and to provide all details requested by Acquiror or Merger Subcause the Apollo Representative (as defined in the Stockholders Agreement) to take, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect action as is necessary to any terminate the Stockholders Agreement as of the foregoingEffective Time of the Merger.

Covenants of Each Stockholder. Each Stockholder hereby, severally and not jointly, covenants and agrees as follows: (a) From At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of this Agreement until the Effective Time orsale of such Subject Shares to Merger Subsidiary, each Stockholder shall vote (or cause to be voted) the Subject Shares of such Stockholder, including by executing a written consent solicitation if earlierrequested by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or exercises voting control in favor of the Merger, the termination adoption by the Company of this the Merger Agreement pursuant to Section 15 hereof, and the approval of the terms thereof and each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in 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 such Stockholder's votes, consents or other approvals are sought, such Stockholder shall vote (or cause to not permit be voted) the Subject Shares of such Stockholder in respect of which such Stockholder then has or exercises voting control 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 Acquisition Proposal and (ii) any amendment of the Company's articles of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the Representatives other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of common stock or other voting securities of the Company Company. The Stockholder further agrees not to commit or agree to take any action or enter into any agreement inconsistent with the foregoing. (c) Except for Isadxxx Xxxxxxx'x xxxigations to Davix X. Xxxxxx xx set forth on the signature page attached hereto, such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the 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, the Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's designee pursuant to the terms of the Offer or the Merger or otherwise to Merger Subsidiary in accordance with Section 1 (other than any Transfer pursuant to the laws of descent or distribution) or (ii) enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares. Such Stockholder shall not commit or agree to take any of the foregoing actions. (d) Neither such Stockholder nor any of its officers, directors or employees shall, and such Stockholder shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) initiate, solicit, initiate or encourage or otherwise facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an to, any Acquisition Proposal, (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations regarding any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, Proposal or (iii) agree to, approve, recommend, enter into any agreement with respect to any Acquisition Proposal. Such Stockholder promptly shall advise Buyer and Merger Subsidiary orally and in writing of any Acquisition Proposal or endorse inquiry made to such Stockholder with respect to or that could lead to any Acquisition Proposal, the identity of the person making such Acquisition Proposal or authorize or permit any inquiry (if such identification is not prohibited by the terms of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror the Acquisition Proposal) and the material terms of any such inquiries and proposals received by such Acquisition Proposal or inquiry. The foregoing provisions of this paragraph (d) shall not, however, prohibit an individual Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder orthat is a legal entity, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as who is a stockholder to cause the Company to comply with the obligations director of the Company set forth in Section 7.8 from performing his or her legally required fiduciary duties as a director of the Company as permitted or required under the Merger ----------- Agreement. (be) Except pursuant Such Stockholder hereby consents to and approves the terms actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement for purposes of ensuring that the restrictions on business combinations set forth in Parts 2 and 3 of Article 11 of the Georgia Code and in the Bylaws of the Company do not, and will not, apply to this Agreement, each the Merger Agreement or the transactions contemplated thereby. Such Stockholder hereby waives, and agrees severally and not jointly that such Stockholder will notto exercise or assert, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other appraisal rights to acquire stock under Article 13 of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person Georgia Code in connection with respect to any of the foregoingMerger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees during the term of this Agreement as follows: (a) From At any meeting of the date stockholders of the Company called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement or the Merger is sought, the Stockholder shall (1) appear at the meeting or otherwise cause such Stockholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum, and (2) vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Company Stockholder Approval. (b) The Stockholder hereby agrees, while this Agreement until the Effective Time oris in effect, if earlier, and except as contemplated hereby or in connection with the termination of this the Merger Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement7.1(g) to not permit any of the Representatives of the Company to, directly or indirectlythereof, (i) initiatenot to enter into any voting agreements, whether by proxy, voting agreement or other voting arrangement with respect to the Subject Shares, and (ii) not to take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect, in each case, that would have the effect of preventing the Stockholder from performing its obligations under this Agreement. (c) The Stockholder shall not (i) solicit, initiate or knowingly encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal Alternative Proposal or offer (ii) participate in or continue any discussions or negotiations regarding any Alternative Proposal; provided, however, that constitutesthe Stockholder may participate in discussions or negotiations with any person regarding an Alternative Proposal whether in such Stockholder’s capacity as a stockholder of the Company or such Stockholder’s capacity as a director of the Company or otherwise if at such time the Company is permitted to engage, and is engaging, in discussions or may reasonably be expected negotiations with such person regarding such Alternative Proposal pursuant to lead to an Acquisition Proposalthe Merger Agreement. (d) The Stockholder shall not (i) sell, transfer or otherwise dispose of any of its Subject Shares, any beneficial ownership thereof or any other interest therein, and (ii) enter into any contract, arrangement or maintain or continue discussions or negotiate understanding with any Person in furtherance of such inquiries person that violates or conflicts with or would reasonably be expected to obtain an Acquisition Proposalviolate or conflict with, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the ’s obligations of the Company set forth in under this Section 7.8 of the Merger ----------- Agreement3(d). (be) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptlytake, and to provide all details requested by Acquiror or Merger Subcause the Goodman Representative (as defined in the Stockholders Agreement) to take, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect action as is necessary to any terminate the Stockholders Agreement as of the foregoingEffective Time of the Merger.

Covenants of Each Stockholder. Each Stockholder hereby, severally and not jointly, covenants and agrees as follows: (a1) From At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of this Agreement until the Effective Time orsale of such Subject Shares to Merger Subsidiary, each Stockholder shall vote (or cause to be voted) the Subject Shares of such Stockholder, including by executing a written consent solicitation if earlierrequested by Buyer or Merger Subsidiary, in respect of which such Stockholder then has or exercises voting control in favor of the Merger, the termination adoption by the Company of this the Merger Agreement pursuant and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (2) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder's votes, consents or other approvals are sought, in each case after such time as Merger Subsidiary has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of the sale of such Subject Shares to Section 15 hereofMerger Subsidiary, each ---------- Stockholder agrees severally and not jointly that such Stockholder will notshall vote (or cause to be voted) the Subject Shares of such Stockholder in respect of which such Stockholder then has or exercises voting control against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), and will use its "reasonable efforts" consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal (as such term is defined in Section 6.04(a) of the Merger Agreement) and (ii) (3) Such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the 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, the Subject Shares to any person other than Merger Subsidiary or Merger Subsidiary's designee pursuant to the terms of the Offer or the Merger or otherwise to Merger Subsidiary in accordance with Section 1 or (ii) enter into any other voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares. Such Stockholder shall not permit commit or agree to take any of the Representatives foregoing actions. (4) Neither such Stockholder nor any of the Company its officers, directors or employees shall, and such Stockholder shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) initiate, solicit, initiate or encourage or otherwise facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an to, any Acquisition Proposal, (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations regarding any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, Proposal or (iii) agree to, approve, recommend, enter into any agreement with respect to any Acquisition Proposal. Such Stockholder promptly shall advise Buyer and Merger Subsidiary orally and in writing of any Acquisition Proposal or endorse inquiry made to such Stockholder with respect to or that could lead to any Acquisition Proposal, the identity of the person making such Acquisition Proposal or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror inquiry and the material terms of any such inquiries and proposals received by such Acquisition Proposal or inquiry. The foregoing provisions of this paragraph (d) shall not, however, prohibit an individual Stockholder, or any partner, stockholder, officer or affiliate of a Stockholder orthat is a legal entity, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as who is a stockholder to cause the Company to comply with the obligations director of the Company set forth in Section 7.8 from performing his or her legally required fiduciary duties as a director of the Company as permitted or required under the Merger ----------- Agreement. (b5) Except pursuant Such Stockholder hereby consents to and approves the terms actions taken by the Board of Directors of the Company in approving this Agreement, each the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Such Stockholder hereby waives, and agrees severally and not jointly that such Stockholder will notto exercise or assert, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other appraisal rights to acquire stock under Section 262 of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person Delaware Law in connection with respect to any of the foregoingMerger.

Covenants of Each Stockholder. Each Stockholder, severally and not jointly, covenants and agrees as follows: (a) From Immediately following the date execution and delivery of this Agreement until the Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement, the Stockholder shall execute and deliver the Stockholder Consent to the Company. The Stockholder will not thereafter revoke or modify, or encourage other Stockholders to revoke or modify, the Stockholder Consent, and the Stockholder will not thereafter execute another written consent or vote (or cause to be voted) the Subject Shares of the Stockholder for any proposal that will approve any action in conflict with the Stockholder Consent or that would otherwise be reasonably likely to not permit impede, frustrate, prevent or nullify any provision of the Merger Agreement, the Merger or the consummation of any of the Representatives transactions contemplated hereby or thereby. (b) The Stockholder shall not 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 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 the Merger Agreement, other than pursuant to this Agreement or another Ancillary Agreement, and shall not commit or agree to take any of the Company toforegoing actions. Transfer" means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (i) initiate, solicit, encourage by operation of law or otherwise facilitate (including by way of furnishing informationotherwise), any inquiries either voluntarily or the making of any proposal or offer that constitutesinvoluntarily, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust contract, option or other agreement or arrangement with respect to the voting sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Subject Shares; provided, however, that a merger, consolidation or similar business combination transaction in which F Co Parent is a constituent corporation (or otherwise a party including, for the avoidance of doubt, a transaction pursuant to which a Person acquires all or a portion of F Co Parent's outstanding capital stock, whether by tender or exchange offer, by share exchange, or otherwise) shall not be deemed to be the Transfer of any Capital Stock Subject Shares beneficially owned by F Co Parent or any optionsof its Subsidiaries, warrants provided that the primary purpose of any such transaction is not to avoid the provisions of this Agreement and that the successor or other rights surviving person to acquire stock such a merger, consolidation or similar business combination transaction, if not F Co Parent, expressly assumes all obligations of F Co Parent under this Agreement. For purposes of this Agreement, the term Transfer shall include the sale of an Affiliate of F Co Parent or F Co Parent's interest in an Affiliate that beneficially owns Subject Shares unless such Transfer is in connection with a merger, amalgamation, plan of arrangement or consolidation or similar business combination transaction referred to in the first proviso of the Company. previous sentence. (c) At or prior to the Closing, the Stockholder shall execute and deliver each Ancillary Agreement to which it has been designated to become a party thereto pursuant to the Merger Agreement. (d) Each Stockholder hereby agrees that effective immediately prior to notify Acquiror or Merger Sub promptlythe Effective Time, each of (i) the Stockholders Agreement, dated as of March 9, 2005, by and among the F Co and the Stockholders, and (ii) the Registration Rights Agreement, dated as of March 9, 2005, by and among F Co and the Stockholders shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Stockholders Agreement and Registration Rights Agreement shall be of no further force or effect. TPG GenPar IV, L.P. agrees that effective immediately prior to provide all details requested the Effective Time, that the Management Agreement, dated as of March 9, 2005, by Acquiror and between F Co and TPG GenPar IV, L.P. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or Merger Subeffect. THL Managers V, if LLC agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and THL Managers V, LLC shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. Evercore Advisors L.L.C. agrees that effective immediately prior to the Effective Time, that the Management Agreement, dated as of March 9, 2005, by and between F Co and Evercore Advisors L.L.C. shall be automatically terminated without any further action on the part of any party hereto, and thereafter such Management Agreement shall be of no further force or effect. (e) Each Stockholder (other than F Co Parent) hereby agrees that, effective as of the Effective Time and thereafter, such Stockholder shall be approached have no rights to approve or solicited, directly veto any changes or indirectly, by any Person with respect amendments to any of the foregoingIntercompany Agreements.

Covenants of Each Stockholder. Each Stockholder hereby, severally and not jointly, covenants and agrees as follows: (a) From At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, in each case after such time as Purchaser has purchased the Subject Shares of each Stockholder hereunder, and only if the record date for any such vote precedes the date of this Agreement until the Effective Time or, if earlier, the termination sale of this Agreement pursuant such Subject Shares to Section 15 hereofPurchaser, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" shall vote (as defined in or cause to be voted) the Merger Agreement) to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Subject Shares of such Stockholder's Representatives to take any such action and, including by executing a written consent solicitation if requested by Parent or Purchaser, in respect of which such Stockholder shall promptly notify Acquiror then has or exercises voting control in favor of any such inquiries and proposals received the Merger, the adoption by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) Except At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder's votes, consents or other approvals are sought, such Stockholder shall vote (or cause to be voted) the Subject Shares of such Stockholder in respect of which such Stockholder then has or exercises voting control against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (in each case except as contemplated by the Merger Agreement, including by the Interim Business Plan) or any other Acquisition 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 be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of common stock or other voting securities of the Company. The Stockholder further agrees not to commit or agree to take any action or enter into any agreement inconsistent with the foregoing. (c) Such Stockholder shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of the 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, the Subject Shares to any person other than Parent, Purchaser or another permitted purchaser pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent Merger Agreement or otherwise to Purchaser in accordance with Sections 1 or 2 (other than any Transfer pursuant to the laws of Acquiror descent or Merger Sub, directly distribution) or indirectly, grant any proxies or (ii) enter into any other voting trust arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or other agreement or arrangement otherwise, with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the CompanySubject Shares. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Such Stockholder shall be approached not commit or solicited, directly or indirectly, by any Person with respect agree to take any of the foregoingforegoing actions. (d) Such Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement for purposes of ensuring that any restrictions on business combinations set forth in the DGCL and applicable to the Company and/or in the Bylaws of the Company do not, and will not, apply to this Agreement, the Merger Agreement or the transactions contemplated thereby. Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under the DGCL in connection with the Merger.

Covenants of Each Stockholder. (a) From Each Stockholder, severally and not jointly, agrees, subject to the date terms and conditions of this Agreement, as follows: (A) In connection with any closing of a purchase and sale pursuant to the exercise of an Option, each Stockholder agrees to deliver to the Escrow Agent promptly after receipt of a notice of exercise, 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 the Investor's judgment to transfer record ownership of the Subject Shares being sold pursuant to such exercise to or as directed by the Investor. (B) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement until or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) in favor of the Merger and the adoption by the Company of the Merger Agreement. (C) 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 is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock) against (i) any Alternative Transaction as such term is defined in Section 5.2 of the Merger Agreement, (ii) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other 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. Subject to Section 11, the Stockholder further agrees not to enter into any agreement or take any action inconsistent with the foregoing. (D) The Stockholder shall not, prior to the earliest of (i) the Effective Time or, if earlier, and (ii) the termination of this 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 contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares to any person (unless such person agrees in writing to be bound by all of the terms of this Agreement and written notice of such Transfer is given promptly to Investor) other than pursuant to Section 15 hereofthe terms of the Merger or (B) enter into any voting arrangement, each ---------- directly or indirectly, whether by proxy, voting agreement or otherwise, in respect of the Subject Shares, and the Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in the Merger Agreement) to not permit commit or agree to take any of the Representatives foregoing actions. (E) Subject to the terms of Section 11, during the Company 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) initiate, solicit, initiate or encourage or otherwise facilitate (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, Alternative Transaction or (ii) enter into or maintain or continue participate in any discussions or negotiate with negotiations regarding any Person in furtherance proposed Alternative Transaction. (F) [intentionally left blank] (G) Such Stockholder, and any beneficiary of a revocable trust for which such inquiries or to obtain an Acquisition ProposalStockholder serves as trustee, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives to shall not take any action to revoke or terminate such trust or take any other action andwhich would restrict, such Stockholder shall promptly notify Acquiror of limit or frustrate in any such inquiries and proposals received way the transactions contemplated by such Stockholder or, to such Stockholder's knowledge, any of such Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use its "reasonable efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in Section 7.8 of the Merger ----------- this Agreement. (bH) Except pursuant to the terms of this Agreement, each Stockholder agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees that to notify Acquiror the extent he or Merger Sub promptlyit receives notice, pursuant to Section 2, of Investor's exercise of its Option, he or it will, in accordance with applicable law, promptly (x) convert such shares of Preferred Stock owned by it into Common Stock (provided that any such conversion shall be contemporaneous with the purchase pursuant to such exercise of the Option) and (y) exercise such Warrants and Company Stock Options owned by it. With respect to provide all details requested by Acquiror or Merger SubWarrants and Company Stock Options that are not exercised prior to the Effective Time, if such it is agreed that each Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect entitled to any a "cashless net proceeds" exercise of such Warrants and Company Stock Options at the foregoingEffective Time.