Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. Each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at any meeting of 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, the Stockholder shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject 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. (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, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, sale of substantial assets reorganization, or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company Certificate or Amended and Restated By-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation of the Company under or with respect to, 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 the Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of, the Stockholder (collectively, the “Stockholder Representatives”) to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposal. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use its 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Each StockholderUntil the termination of this ----------------------------- Agreement in accordance with Section 7, acting as a stockholder of the Company and not as an officer or director of the Company, each Stockholder severally and not jointly, jointly agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at At any meeting of stockholders 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, the Stockholder shall, including by executing a written consent if requested by Parent, shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement (as it may be amended from time to time, provided that such amendment is not materially adverse to such Stockholder) and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any vote cast in accordance with this Section 3(a) or in accordance with Section 3(b) shall be cast in such manner as will insure that such vote is duly counted for purposes of determining whether a quorum is present and for purposes of determining the result of such vote. (bi) At any meeting of stockholders Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (iA) any merger agreement or merger (other than - Acquisition Proposal as such term is defined in Section 7.1(a) of the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, sale of substantial assets reorganization, or winding up of or by the Company or any other Takeover Proposal or (iiB) any amendment of the Company Certificate Company's certificate of - incorporation or Amended and Restated Byby-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation of the Company under or with respect to, nullify the Merger, the Merger Agreement (as it may be amended from time to time, provided such amendment is not materially 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 Company Common Stock. The Stockholder shall further agrees not commit or agree to take enter into any action agreement inconsistent with the foregoing. (ii) 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 (A) in favor of any - proposal approving any of the transactions contemplated by the Asset and Subsidiary Stock Option Agreement (the "Option Agreement"), dated the date ---------------- hereof, between the Company and Purchaser, and (B) against any proposal or - transactions that would be reasonably likely to impede, frustrate, prevent or nullify the Option Agreement or any transactions contemplated thereby. (c) The Stockholder shall not not, prior to the earliest of (i) the - Effective Time and (ii) the termination of the Merger Agreement in -- accordance with its terms, (x) sell, transfer, give, pledge, assign or - otherwise dispose of (including by gift) (collectively, “"Transfer”"), -------- consent to any Transfer of, any or all of such Stockholder's Subject Shares or any interest therein or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any the Subject Shares (or any interest therein) to any person other than pursuant to the terms of the Merger or (iiy) enter into any voting arrangement, whether by - proxy, voting agreement or otherwise, with respect in connection with, directly or indirectly, any Acquisition Proposal and agrees not to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall notIn the event that Purchaser, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, Merger Sub or any investment banker, financial advisor, attorney, accountant affiliate thereof commences a tender offer for all or other advisor, agent or representative of, the Stockholder (collectively, the “Stockholder Representatives”) to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation portion of the restrictions set forth in Common Stock at a purchase price per share equal to or greater than the preceding sentence by any Stockholder Representative of Merger Consideration, such Stockholder shall be a breach of this Section 3(d) by validly tender such Stockholder. The Stockholder 's Subject Shares and shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposalnot withdraw Subject Shares so tendered. (e) Until the earlier of (i) the consummation of after the Merger and (ii) termination of is consummated or the Merger Agreement pursuant to its termsis terminated, the Stockholder shall use its 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except (as it may be required by applicable lawamended from time to time, provided such amendment is not materially adverse to such Stockholder). (f) The Such Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, agrees as follows: (a) Without in any way limiting each Stockholder’s 's right to vote its Subject Shares in its sole discretion with respect to any other matters, 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, the Stockholder shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject 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. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, sale of substantial assets reorganization, or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company Certificate or Amended and Restated By-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation of the Company under or with respect to, 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 the Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s 's control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s 's family, a family trust of such Stockholder or a charitable institution if or, by a Stockholder that is a family trust to a grantor or a beneficiary of that trust, if, in each case, the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of, the Stockholder (collectively, the “"Stockholder Representatives”") to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposal. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use his, hers or its 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at any meeting of 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, the Stockholder shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject 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. (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, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, sale of substantial assets reorganization, or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company Certificate or Amended and Restated By-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation of the Company under or with respect to, 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 the Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), consent to any Transfer of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if or, by a Stockholder that is a family trust to a grantor or a beneficiary of that trust, if, in each case, the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant or other advisor, agent or representative of, the Stockholder (collectively, the “Stockholder Representatives”) to, directly or indirectly through any person or entity, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to any Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or inquiry made to the Stockholder with respect to any Takeover Proposal. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Stockholder shall use his, hers or its 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Each Until the termination of this Agreement in accordance with Section 6, each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at 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, the Stockholder shall, including by executing a written consent if requested by Parent, shall vote (or cause to be voted) the Subject 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. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder’s 's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange, sale of substantial assets assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company Certificate Company's certificate of incorporation or Amended and Restated Byby-laws or other proposal or transaction involving the CompanyCompany or any of its subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation of the Company under or with respect to, 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 the each class of Company Common Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder shall agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), consent to any Transfer of, or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer ofsale, transfer, pledge, assignment or other disposition of (any such sale, transfer, pledge, assignment or disposition or entry into any such contract, option or other arrangement being collectively referred to as a "Disposition"), the Subject Shares (or any interest therein) to any person other than pursuant to the terms of the Merger or other than as permitted as indicated on Schedule C or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to in connection with, directly or indirectly, any Subject Shares other than pursuant to this Agreement and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignmentAcquisition Proposal. (d) The Until after the Merger is consummated or the Merger Agreement is terminated, the Stockholder (in his or her capacity as the beneficial owner of Subject Shares) shall not, nor shall it authorize or permit (to the extent that it has the power not to permit) any employees or Affiliates of, or any investment banker, financial advisor, attorney, accountant attorney or other advisor, agent adviser or representative of, of the Stockholder (collectively, the “Stockholder Representatives”) to, directly or indirectly through any person or entity, (i) directly or indirectly solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, facilitateencourage the submission of, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead to a Takeover Acquisition Proposal or (ii) enter into, continue directly or otherwise indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any Takeover Proposal. Without limiting inquiries or the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Stockholder Representative of such Stockholder shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing making of any Takeover Proposal proposal that constitutes, or inquiry made may reasonably be expected to the Stockholder with respect to lead to, any Takeover Acquisition Proposal. (e) Until the earlier of (i) the consummation of after the Merger and (ii) termination of is consummated or the Merger Agreement pursuant to its termsis terminated, the Stockholder shall use its all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be donebedone, 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any other transaction contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The StockholderFor a period of eighteen months following the Effective Time, each of Xxxxx Xxxx and Xxxxxxx Xxxx agrees not to Dispose of more than 25% of (x) any beneficiary shares of a revocable trust for which Parent Common Stock received by such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the transactions contemplated by this Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The Stockholder hereby consents to and approves the actions taken by the Board of Directors of the Company in approving the Merger Agreement and this Agreementin exchange for the Subject Shares of such Stockholder or (y) following the Effective Time, any shares of Parent Common Stock received by such Stockholder upon the Merger and the other transactions contemplated exercise of Company Stock Options assumed by Parent pursuant to the Merger Agreement. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights under Section 262 of the DGCL or other applicable law in connection with the Merger.

Covenants of Each Stockholder. Each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at At any meeting of the stockholders of the Company called to vote upon the Merger and Agreement, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Merger and the Merger Agreement is sought, the such Stockholder shall, including by executing a written consent if requested by Parent, shall vote (or cause to be voted) all the Subject Shares of such Stockholder in favor of the Mergerof, and shall consent to (or cause to be consented to), the adoption by the Company 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. (bi) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consent solicitation) is sought, the such Stockholder shall vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (iand shall cause the Subject Shares of such Stockholder not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolutionsale of substantial assets, joint venture, binding share exchange, sale of substantial assets reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (iiB) any amendment of the Company Company's Second Restated Certificate of Incorporation or Amended and Restated By-laws or other proposal proposal, action or transaction involving the CompanyCompany or any of its stockholders, which amendment or other proposal proposal, action or transaction would in any manner would, or could reasonably be expected to, prevent, impede, interfere with, hinder, frustrate, prevent delay or nullifynullify the Merger Agreement, or result in a breach of any covenant, representation or warranty or any other obligation the consummation of the Company under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common StockStock (collectively, "Frustrating Transactions"). (ii) Such Stockholder shall, within five Business Days of a request from Parent, irrevocably grant to, and appoint, Parent and individuals designated by Parent in such request, or any of them, and any individual designated in writing by any of them, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of the Subject Shares of such Stockholder, in a manner consistent with this Section 3. The Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement (including this agreement to execute and deliver such irrevocable proxy). Such Stockholder hereby affirms, and shall not commit or agree to take any action inconsistent affirm in such irrevocable proxy, that such irrevocable proxy is given in connection with the foregoingexecution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms, and shall affirm in such irrevocable proxy, that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked other than by termination of this Agreement in accordance with it terms. Such irrevocable proxy shall provide that such Stockholder ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue thereof, that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL and that such irrevocable proxy shall automatically terminate upon the termination of this Agreement in accordance with its terms. (c) The Other than as expressly permitted by this Agreement, such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, bequest, appointment or otherwise) (collectively, “"Transfer”"), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangementarrangements) with respect to the Transfer of, of any Subject Shares (or any interest therein) , to any person (other than pursuant to than, if the terms of transactions contemplated by the Merger or Agreement are consummated, by operation of law in the Merger), (ii) enter into any voting arrangementarrangement with respect to any Subject Shares, whether by proxy, voting agreement or otherwiseotherwise or (iii) take any action which would, with respect to or could reasonably be expected to, result in a diminution of the voting power represented by any Subject Shares other than pursuant to this Agreement Shares, and shall not commit or agree to take any of the foregoing actions. The . (d) Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit any of its affiliates (to other than the extent that it has the power not to permitCompany) any employees or Affiliates of, or any of its or their directors, officers, employees, partners, investment bankerbankers, financial advisor, attorney, accountant attorneys or other advisor, agent advisors or representative of, the Stockholder (collectively, the “Stockholder Representatives”) representatives to, directly or indirectly through any person or entityindirectly, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, to facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead with respect to a potential Takeover Proposal or Frustrating Transaction or the submission of any Takeover Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or Frustrating Transaction or (iii) except as expressly permitted by Section 9, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Takeover ProposalProposal or Frustrating Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Such Stockholder Representative of such Stockholder promptly shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or Frustrating Transaction or inquiry made to the such Stockholder with respect to or that could reasonably be expected to lead to a Takeover Proposal or Frustrating Transaction, the identity of the person making or initiating any such Takeover Proposal, Frustrating Transaction or inquiry and the material terms of any such Takeover Proposal, Frustrating Transaction or inquiry. Such Stockholder shall keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such Takeover Proposal, Frustrating Transaction or inquiry. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Such Stockholder shall use not, nor shall such Stockholder authorize or permit any of its reasonable efforts to takeaffiliates (other than the Company) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or cause to be takenother advisors or representatives to, 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any of the other transaction transactions contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The StockholderSuch Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such Stockholder may have, and agrees not to commence or participate in, and to take all actions necessary to opt out of 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 class in any way class action with respect to, any claim, derivative or otherwise, against the Company (or any of its respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated by this Agreement or the Merger Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, such Stockholder hereby consents shall pay to and approves Parent on demand an amount equal to all profit (determined in accordance with Section 3(g)(ii)) of such Stockholder from the actions taken consummation of any Takeover Proposal that is consummated, or with respect to which an Acquisition Agreement was entered into, within 15 months after such termination. Any payment of profit under this Section 3(g)(i) shall be paid in the same form as the consideration received from the Takeover Proposal (and, if the consideration so received was in more than one form, in the same proportion as the forms of consideration so received). (ii) For purposes of Section 3(g)(i), the profit of any Stockholder from any Takeover Proposal shall equal (A) the aggregate consideration received by such Stockholder pursuant to such Takeover Proposal, valuing any non-cash consideration (including any residual interest in the Board of Directors Company) at its fair market value as of the Company in approving date of such consummation plus (B) the fair market value, as of the date of disposition, of all Subject Shares of such Stockholder disposed of after the termination of the Merger Agreement and this Agreementprior to the date of such consummation less (C) the aggregate consideration that would have been issuable or payable to such Stockholder if he or she had received the Merger Consideration pursuant to the Merger Agreement as executed on the date hereof, valuing each Parent ADS at its fair market value as of the date of first public announcement by the Company of its intention to terminate the Merger Agreement as if the Merger had been consummated on the date of such public announcement. (iii) In the event that (A) prior to the Effective Time, a Takeover Proposal shall have been made and (B) the Effective Time of the Merger shall have occurred and Parent for any reason shall have increased the amount of Merger Consideration payable over that set forth in the Merger Agreement as executed on the date hereof (on a per share basis, the "Original Merger Consideration"), such Stockholder shall pay to Parent on demand an amount equal to the product of (1) the number of Subject Shares of such Stockholder and (2) the excess of (x) the per share cash consideration or the per share fair market value of any non- cash consideration, as the case may be, received by such Stockholder as a result of the Merger determined as of the Effective Time of the Merger, over (y) the fair market value of the Original Merger Consideration determined as of the date of the first increase in the amount of the Original Merger Consideration. Any payment under this Section 3(g)(iii) shall be paid in the same form as the Merger Consideration received by such Stockholder as a result of the Merger (and, if the consideration so received was in more than one form, in the same proportion as the forms of consideration so received). (iv) For purposes of this Section 3(g), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on the Nasdaq National Market of The Nasdaq Stock Market, Inc. ("Nasdaq National Market") shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq National Market for the five trading days prior to the date of determination; and (B) consideration which is other than cash or securities of the type specified in clause (A) of this Section 3(g)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 Business Days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two Business Days after the date of such event as to the investment banking firm, then Parent, on the one hand, and the Stockholders, on the other transactions contemplated hand, shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the Merger Agreementone hand, and the Stockholders, on the other hand. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights determination of investment banking firm shall be binding upon the parties. (v) Any payment of profit under Section 262 3(g)(i) or of the DGCL or other applicable law amounts under Section 3(g)(iii) shall (A) if payable in connection with the Mergercash, be paid by wire transfer of same day funds to an account designated by Parent and (B) if payable through a transfer of securities, be paid through delivery of such securities, suitably endorsed for transfer.

Covenants of Each Stockholder. Each Stockholder, acting as a stockholder of the Company and not as an officer or director of the Company, severally and not jointly, covenants and agrees as follows: (a) Without in any way limiting each Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at At any meeting of the stockholders of the Company called to vote upon the Merger and Agreement, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consentconsent solicitation) with respect to the Merger and the Merger Agreement is sought, the such Stockholder shall, including by executing a written consent if requested by Parent, shall vote (or cause to be voted) all the Subject Shares of such Stockholder in favor of the Mergerof, and shall consent to (or cause to be consented to), the adoption by the Company 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. (bi) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Stockholder’s a vote, consent consent, adoption or other approval (including by written consent solicitation) is sought, the such Stockholder shall vote (or cause to be voted) all the Subject Shares against of such Stockholder against, and shall not consent to (iand shall cause the Subject Shares of such Stockholder not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (A) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, business combination, recapitalization, liquidation, dissolutionsale of substantial assets, joint venture, binding share exchange, sale of substantial assets reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (iiB) any amendment of the Company Company’s Second Restated Certificate of Incorporation or Amended and Restated By-laws or other proposal proposal, action or transaction involving the CompanyCompany or any of its stockholders, which amendment or other proposal proposal, action or transaction would in any manner would, or could reasonably be expected to, prevent, impede, interfere with, hinder, frustrate, prevent delay or nullifynullify the Merger Agreement, or result in a breach of any covenant, representation or warranty or any other obligation the consummation of the Company under or with respect to, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or the consummation of the transactions contemplated by this Agreement, or change in any manner the voting rights of the Company Common StockStock (collectively, “Frustrating Transactions”). (ii) Such Stockholder shall, within five Business Days of a request from Parent, irrevocably grant to, and appoint, Parent and individuals designated by Parent in such request, or any of them, and any individual designated in writing by any of them, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of the Subject Shares of such Stockholder, in a manner consistent with this Section 3. The Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement (including this agreement to execute and deliver such irrevocable proxy). Such Stockholder hereby affirms, and shall not commit or agree to take any action inconsistent affirm in such irrevocable proxy, that such irrevocable proxy is given in connection with the foregoingexecution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms, and shall affirm in such irrevocable proxy, that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked other than by termination of this Agreement in accordance with it terms. Such irrevocable proxy shall provide that such Stockholder ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue thereof, that such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL and that such irrevocable proxy shall automatically terminate upon the termination of this Agreement in accordance with its terms. (c) The Other than as expressly permitted by this Agreement, such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift, bequest, appointment or otherwise) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any Contractcontract, option or other arrangement (including any profit sharing arrangementarrangements) with respect to the Transfer of, of any Subject Shares (or any interest therein) , to any person (other than pursuant to than, if the terms of transactions contemplated by the Merger or Agreement are consummated, by operation of law in the Merger), (ii) enter into any voting arrangementarrangement with respect to any Subject Shares, whether by proxy, voting agreement or otherwiseotherwise or (iii) take any action which would, with respect to or could reasonably be expected to, result in a diminution of the voting power represented by any Subject Shares other than pursuant to this Agreement Shares, and shall not commit or agree to take any of the foregoing actions. The . (d) Such Stockholder shall not, nor shall such Stockholder permit any entity under such Stockholder’s control to, deposit any Subject Shares in a voting trust. Nothing contained in this Section 3(c) shall prohibit any sale, transfer or assignment of Subject Shares by a Stockholder that is a natural person to members of such Stockholder’s family, a family trust of such Stockholder or a charitable institution if the transferee of such Subject Shares agrees in writing to be bound by the terms hereof and notice of such sale, transfer or assignment, including the name and address of the purchaser, transferee or assignee, is delivered to Parent prior to such sale, transfer or assignment. (d) The Stockholder shall not, nor shall it authorize or permit any of its affiliates (to other than the extent that it has the power not to permitCompany) any employees or Affiliates of, or any of its or their directors, officers, employees, partners, investment bankerbankers, financial advisor, attorney, accountant attorneys or other advisor, agent advisors or representative of, the Stockholder (collectively, the “Stockholder Representatives”) representatives to, directly or indirectly through any person or entityindirectly, (i) solicit, initiate or encourage, or take any other action designed to, or which would reasonably be expected to, to facilitate, any inquiries or the making of any proposal that constitutes or would reasonably be expected to lead with respect to a potential Takeover Proposal or Frustrating Transaction or the submission of any Takeover Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or Frustrating Transaction or (iii) except as expressly permitted by Section 9, enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to to, or otherwise cooperate in any way with, or assist or participate in any effort or attempt by any person with respect to, any Takeover ProposalProposal or Frustrating Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Such Stockholder Representative of such Stockholder promptly shall be a breach of this Section 3(d) by such Stockholder. The Stockholder shall promptly advise Parent orally and in writing of any Takeover Proposal or Frustrating Transaction or inquiry made to the such Stockholder with respect to or that could reasonably be expected to lead to a Takeover Proposal or Frustrating Transaction, the identity of the person making or initiating any such Takeover Proposal, Frustrating Transaction or inquiry and the material terms of any such Takeover Proposal, Frustrating Transaction or inquiry. Such Stockholder shall keep Parent fully informed of the status and details (including amendments or proposed amendments) of any such Takeover Proposal, Frustrating Transaction or inquiry. (e) Until the earlier of (i) the consummation of the Merger and (ii) termination of the Merger Agreement pursuant to its terms, the Such Stockholder shall use not, nor shall such Stockholder authorize or permit any of its reasonable efforts to takeaffiliates (other than the Company) or any of its or their directors, officers, employees, partners, investment bankers, attorneys or cause to be takenother advisors or representatives to, 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. The Stockholder shall not issue any press release or make any other public statement with respect to this Agreement, the Merger Agreement, the Merger or any of the other transaction transactions contemplated by this Agreement or the Merger Agreement without the prior written consent of Parent, except as may be required by applicable law. (f) The StockholderSuch Stockholder hereby waives any rights of appraisal, or rights to dissent from the Merger, that such Stockholder may have, and agrees not to commence or participate in, and to take all actions necessary to opt out of 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 class in any way class action with respect to, any claim, derivative or otherwise, against the Company (or any of its respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated by this Agreement or the Merger Agreement. Each such beneficiary hereby acknowledges and agrees to be bound by the terms of this Agreement applicable to it. (g) The (i) In the event that the Merger Agreement shall have been terminated under circumstances where Parent is or may become entitled to receive the Termination Fee, such Stockholder hereby consents shall pay to and approves Parent on demand an amount equal to all profit (determined in accordance with Section 3(g)(ii)) of such Stockholder from the actions taken consummation of any Takeover Proposal that is consummated, or with respect to which an Acquisition Agreement was entered into, within 15 months after such termination. Any payment of profit under this Section 3(g)(i) shall be paid in the same form as the consideration received from the Takeover Proposal (and, if the consideration so received was in more than one form, in the same proportion as the forms of consideration so received). (ii) For purposes of Section 3(g)(i), the profit of any Stockholder from any Takeover Proposal shall equal (A) the aggregate consideration received by such Stockholder pursuant to such Takeover Proposal, valuing any non-cash consideration (including any residual interest in the Board of Directors Company) at its fair market value as of the Company in approving date of such consummation plus (B) the fair market value, as of the date of disposition, of all Subject Shares of such Stockholder disposed of after the termination of the Merger Agreement and this Agreementprior to the date of such consummation less (C) the aggregate consideration that would have been issuable or payable to such Stockholder if he or she had received the Merger Consideration pursuant to the Merger Agreement as executed on the date hereof, valuing each Parent ADS at its fair market value as of the date of first public announcement by the Company of its intention to terminate the Merger Agreement as if the Merger had been consummated on the date of such public announcement. (iii) In the event that (A) prior to the Effective Time, a Takeover Proposal shall have been made and (B) the Effective Time of the Merger shall have occurred and Parent for any reason shall have increased the amount of Merger Consideration payable over that set forth in the Merger Agreement as executed on the date hereof (on a per share basis, the “Original Merger Consideration”), such Stockholder shall pay to Parent on demand an amount equal to the product of (1) the number of Subject Shares of such Stockholder and (2) the excess of (x) the per share cash consideration or the per share fair market value of any non-cash consideration, as the case may be, received by such Stockholder as a result of the Merger determined as of the Effective Time of the Merger, over (y) the fair market value of the Original Merger Consideration determined as of the date of the first increase in the amount of the Original Merger Consideration. Any payment under this Section 3(g)(iii) shall be paid in the same form as the Merger Consideration received by such Stockholder as a result of the Merger (and, if the consideration so received was in more than one form, in the same proportion as the forms of consideration so received). (iv) For purposes of this Section 3(g), the fair market value of any non-cash consideration consisting of: (A) securities listed on a national securities exchange or traded on the Nasdaq National Market of The Nasdaq Stock Market, Inc. (“Nasdaq National Market”) shall be equal to the average closing price per share of such security as reported on such exchange or Nasdaq National Market for the five trading days prior to the date of determination; and (B) consideration which is other than cash or securities of the type specified in clause (A) of this Section 3(g)(iv) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 Business Days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two Business Days after the date of such event as to the investment banking firm, then Parent, on the one hand, and the Stockholders, on the other transactions contemplated hand, shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Parent, on the Merger Agreementone hand, and the Stockholders, on the other hand. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal or similar rights determination of investment banking firm shall be binding upon the parties. (v) Any payment of profit under Section 262 3(g)(i) or of the DGCL or other applicable law amounts under Section 3(g)(iii) shall (A) if payable in connection with the Mergercash, be paid by wire transfer of same day funds to an account designated by Parent and (B) if payable through a transfer of securities, be paid through delivery of such securities, suitably endorsed for transfer.