Common use of Covenants of Shareholder Clause in Contracts

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3: (a) The Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (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 Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target or any of its Subsidiaries or any other Acquisition Proposal, (ii) any amendment of Target’s articles of incorporation or bylaws or other proposal or transaction involving Target 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until Shareholder covenants and agrees, during the termination term of this Agreement in accordance with Section 3Agreement, as follows: (a) The Shareholder shall attend At any meeting of the Target Meetingshareholders of the Company called to vote upon the Merger Agreement, in person the Merger or any of the other transactions contemplated by proxythe Merger Agreement, and at the Target Meeting (or at any postponement or adjournment thereof) , or in any other circumstances upon which a vote, consent consent, action or other approval with respect to the Merger and Agreement, the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each any of the other transactions contemplated by the Merger Agreement is sought, Shareholder shall (i) appear at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of calculating a quorum and (ii) any other matter necessary vote (or cause to be voted) all of Shareholder’s Subject Shares in favor of, and shall consent to (or cause to be consented to), (x) the consummation approval of the Merger Agreement and the other transactions contemplated Merger, (y) the approval of the Convertible Note Share Issuance, and (z) any adjournment or postponement recommended by the Company with respect to the Company Shareholders Meeting to the extent permitted or required pursuant to Section 6.01(c) of the Merger Agreement. (b) At any meeting of the shareholders of Target the Company or at any postponement or adjournment thereof or in any other circumstances upon which the Shareholder’s a vote, consent consent, authorization or other approval is sought, the Shareholder shall vote (or cause to be voted) the all of Shareholder’s Subject Shares against against, and shall not (and shall not commit or agree to) consent to (or cause to be consented to), any of the following: (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 Target Company Takeover Proposal or any of its Subsidiaries Company Acquisition Agreement constituting or relating to any other Acquisition Proposal, Company Takeover Proposal or (ii) any amendment of Target’s articles of incorporation the Company Charter or bylaws the Company Bylaws (other than pursuant to and as permitted by the Merger Agreement) or any other proposal proposal, action, agreement or transaction involving Target which, in the case of this clause (ii), would reasonably be expected to (A) result in a breach of any covenant, agreement, obligation, representation or any warranty of its Subsidiaries, which amendment or other proposal or transaction would the Company contained in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of Shareholder contained in this Agreement or (B) prevent, impede, interfere or be inconsistent with, delay, discourage or adversely affect the timely consummation of the Merger or the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger this Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not With respect to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectivelyShareholder, “Transfer”)Subject Shares” shall mean, or enter into as of any contractdate of determination, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer all of the Subject Shares to any person shares of Company Common Stock held of record or (ii) enter into any voting arrangement (other than this Agreement), whether beneficially by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect as of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passeddate. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 3, the Shareholder agrees as follows: (a) The At the Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum. (b) At the Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement Agreement; provided, however, that in the event a Company Adverse Recommendation Change is made in response to a Superior Proposal and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by continues in effect in compliance with the Merger Agreement, the Shareholder shall not be bound by the obligations set forth in this Section 1(b). (bc) At any meeting of shareholders of Target the Company (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target the Company or any of its Subsidiaries or any other Acquisition Takeover Proposal, (ii) any amendment of Targetthe Company’s articles Certificate of incorporation Incorporation, as amended, or bylaws Bylaws or other proposal or transaction involving Target the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) reasonably be expected to result in a breach of the Merger Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of Target or the Company, and (iii) any action that would result in a breach nomination, proposal to elect or election of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer person as a director of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees Company who is not to commit or agree to take any a member of the foregoing actionsCompany’s Board of Directors on the date hereof. (d) The Shareholder shall not, nor shall the Shareholder authorize permit any affiliate, director, officer, employee, investment banker, consultant, attorney, agent banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Takeover Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder hereby agrees not to promptly notify Parent in writing (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the nature and amount Transfer of such Shareholder’s Subject Shares to any acquisition by the Shareholder of person or (ii) enter into any voting securities of Target acquired arrangement, whether by the Shareholder hereafter and promptly notify Parent proxy, voting agreement or otherwise, in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected relation to lead to, an Acquisition Proposalsuch Shareholder’s Subject Shares. (g) The Shareholder hereby irrevocably grants to, and appoints further agrees not to commit or agree to take any individual or individuals who shall hereafter be designated by Parent, and each of them, action inconsistent with the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedforegoing. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of the Target Meetingshareholders of the Company called to vote upon the Merger Agreement, in person the Merger or any of the other transactions contemplated by proxythe Merger Agreement, and at the Target Meeting (or at any adjournment thereof) , or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent solicitation) with respect to the Merger and Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) all the Subject Shares of Shareholder (owned of record or beneficially) in favor of of, and shall consent to (or cause to be consented to), (i) the Merger, the adoption approval of the Merger Agreement and Agreement, the approval of the terms thereof Merger and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary intended to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of the shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s a vote, consent consent, adoption or other approval (including by written consent solicitation) is sought, the Shareholder shall vote (or cause to be voted) all the Subject Shares against of Shareholder (owned of record or beneficially) against, and shall not consent to (and shall cause not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any merger agreement agreement, merger or merger other Acquisition Proposal (other than the Merger Agreement and the Merger), consolidationor (ii) any amendment of the Company’s Articles of Incorporation or Bylaws or other proposal, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation action or winding up of or by Target transaction involving the Company or any of its Subsidiaries or any other Acquisition Proposal, (ii) any amendment of Target’s articles of incorporation or bylaws or other proposal or transaction involving Target or any of its Subsidiariesshareholders, which amendment or other proposal proposal, action or transaction would in any manner impede, frustrate, reasonably be expected to prevent or nullify impede or delay the Merger, consummation of the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights consummation of any class of capital stock of Target the transactions contemplated by this Agreement (collectively, “Frustrating Transactions”) or (iii) any action that would result in otherwise facilitate a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoingFrustrating Transaction. (c) The Shareholder agrees shall not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber tender or otherwise dispose of (including by gift) (collectively, “Transfer”), or consent to or permit any Transfer of, any Subject Shares or any interest therein, or enter into any contractContract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer (including any profit sharing or other derivative arrangement) of the any Subject Shares or any interest therein, to any person Person other than pursuant to this Agreement or the Merger Agreement, unless prior to any such Transfer the transferee of such Subject Shares enters into a shareholder agreement with Parent on terms substantially identical to the terms of this Agreement or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or grant indirectly, any Acquisition Proposal or appoint Frustrating Transaction with respect to any power of attorney in relation to the Subject Shares, and agrees not other than pursuant to commit or agree to take any of the foregoing actionsthis Agreement. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative in his capacity as an owner of the Shareholder toSubject Shares, (i) directly or indirectly initiateindirectly, solicit issue any press release or knowingly encourage or facilitate (including by furnishing non-make any other public information) any inquiries regardingstatement with respect to the Merger Agreement, or this Agreement, the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target Merger or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger AgreementAgreement or any of the transactions contemplated by this Agreement without the prior written consent of Parent, except as may be required by applicable law. (fe) The Shareholder hereby waives, and agrees not to promptly notify Parent in writing exercise or assert, any dissenters’ or similar rights under Section 351.455 and Sections 351.870 et seq. of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special MGBCL or other meeting of applicable law in connection with the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedMerger. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3: (a) The Shareholder agrees that he/she shall attend cause the Target Meeting, in person or by proxy, Covered Shares to be present at the JCB Meeting and at the Target Meeting (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 Shareholder such meeting shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target or any of its Subsidiaries or any other Acquisition Proposal, (ii) any amendment of Target’s articles of incorporation or bylaws or other proposal or transaction involving Target 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval Covered Shares in respect of such Subject Shares, at every annual, special or other meeting favor of the shareholders of TargetMerger Agreement and the transactions contemplated thereby, and at any adjournment until this Agreement terminates as provided in Section 2(e), unless Parent is in material default with respect to a material covenant, representation, warranty or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely agreement made by it in the manner specified in Section 1(a) and Merger Agreement. (b) hereof; provided, however, The Shareholder agrees that until the foregoing grant of proxy shall terminate immediately upon termination of this Agreement as provided in accordance with its termsSection 2(e), including with respect he/she shall not, without the prior written consent of Parent, directly or indirectly tender or permit the tender into any tender or exchange offer, or sell, transfer, hypothecate, grant a security interest in or otherwise dispose of or encumber any of the Covered Shares, or any options or warrants to matters acquire JCB Common Stock issued and outstanding pursuant to employee or director stock plans of JCB or otherwise, provided that this restriction shall not apply to shares that are hypothecated or as to which a record security interest already has been granted as of the date has heretofore passedhereof. Notwithstanding the foregoing, in the case of any transfer by operation of law subsequent to the date hereof, this Agreement shall be binding upon and inure to the transferee. (hc) The Shareholder specifically recognizes and agrees that this grant he/she shall not, and he/she shall not authorize, direct, induce, or encourage any other person, including but not limited to any holder of proxy is coupled JCB Common Stock, or any officer, employee or director of JCB to, solicit from any third party any inquiries or proposals relating to the disposition of JCB’s business or assets or the business or assets of JCB, or the acquisition of JCB voting securities, or the merger of JCB with an interest. This appointment of proxy shall survive the bankruptcyany person other than Parent, merger, dissolution, liquidation, death or incapacity except as provided in Section 6.06 of the Shareholder. Merger Agreement: (i) provide any such person with information or assistance or negotiate or (ii) conduct any discussions with any such person in furtherance of such inquiries or to obtain a proposal. (d) The Shareholder represents agrees that he/she shall not, without the prior written consent of Parent, sell, or offer to sell, or otherwise directly or indirectly sell, transfer or dispose of any proxies heretofore Covered Shares except for valid estate planning purposes with prior notice given in respect to Parent. (e) This Agreement shall terminate upon the earlier to occur of: (i) the termination of the Shareholder’s Subject Shares are Merger Agreement by any of the parties thereto, provided that such termination is not irrevocablein violation of any provision of the Merger Agreement; or (ii) subject to Section 4(d), and that any such proxies are hereby revokedthe Effective Time of the Merger.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of shareholders of the Target Meeting, in person or by proxy, Company called to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) 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 Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of (i) 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 and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by Target or any of its Subsidiaries the Company or any other Acquisition takeover proposal (collectively, "Takeover Proposal, ") or (ii) any amendment of Target’s articles the Company's certificate of incorporation or bylaws by-laws or other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries, 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of of, the Subject Shares to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or grant or appoint indirectly, any power of attorney in relation to the Subject Shares, Takeover Proposal and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Shareholder shall have the right, for estate planning purposes, to Transfer Subject Shares to a transferee only following the due execution and delivery to Parent by each transferee of a legal, valid and binding counterpart to this Agreement. (d) The During the term of this Agreement, the Shareholder shall not, nor shall the Shareholder authorize he permit any of his affiliates or any director, officer, employee, investment banker, consultant, attorney, agent attorney or other advisor adviser or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage any Takeover Proposal. Notwithstanding the foregoing provisions of this Section 3(d), Shareholder and all other persons described in discussions or negotiations withthe first sentence of this Section 3(d), or disclose any non-public information regarding Target or any of its Subsidiaries or afford access shall be entitled to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or take all actions and to exercise all rights with respect to any Person Transaction as the Company may take or exercise pursuant to Section 5.4 of the Merger Agreement; provided, that the Shareholder knows or has reason to believe is contemplating making an Acquisition ProposalCompany, in connection with such actions and the exercise of such rights, complies with Section 5.4 of the Merger Agreement. (e) The Until after the Merger is consummated or the Merger Agreement is terminated, the Shareholder shall use the Shareholder’s commercially 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 Target and Parent the other parties in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 35: (a) The Shareholder shall attend the Target Company Shareholders Meeting, in person or by proxy, and at the Target Company Shareholders Meeting (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 Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreementthereof. (b) At any meeting of shareholders Shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target the Company or any of its Subsidiaries Company Subsidiary or any other Acquisition Proposal, Proposal or (ii) any action or agreement (including any amendment of Targetthe Company’s articles Amended and Restated Declaration of incorporation Trust or bylaws Amended and Restated Bylaws or other proposal or transaction involving Target the Company or any Company Subsidiary) that would (A) result in a breach of its Subsidiariesany covenant, which amendment representation or warranty or any other proposal obligation or transaction would agreement under the Merger Agreement, (B) in any manner impede, interfere with, delay, discourage, postpone, frustrate, prevent prevent, nullify or nullify adversely affect the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or (C) change in any manner the voting rights of any class of capital stock beneficial interests of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares or Subject Units to any person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject SharesShares or Subject Units, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the such Shareholder of any voting securities of Target the Company or any Company OP Units acquired by the such Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposalhereafter. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 33 of this Agreement, the Shareholder agrees as follows: (a) The At the Mercer Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum. (b) At the Mercer Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (bc) At any meeting of shareholders of Target Mercer (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target Mercer or any of its Subsidiaries Mercer Subsidiary or any other Acquisition Proposal, Proposal or (ii) any amendment of Target’s articles of incorporation or bylaws Xxxxxx’x Constituent Documents or other proposal or transaction involving Target Mercer or any of its SubsidiariesMercer Subsidiary, 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 change in any manner the voting rights of any class of capital stock of Target Mercer. (d) The Shareholder shall not, nor shall the Shareholder permit any affiliate, employee, investment banker or attorney or other advisor or representative of the Shareholder to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal or (iiiii) participate in any action that would result in a breach of discussions or negotiations regarding, or furnish to any representationPerson any information with respect to, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to or endorse, or take any other action inconsistent with to facilitate any Acquisition Proposal or any inquiries or the foregoingmaking of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. (ce) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber or otherwise dispose of (including by gift) or subject to an Encumbrance (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of any of the Subject Shares Securities to any person Person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to any of the Subject SharesSecurities, and other than this Agreement. Notwithstanding the foregoing, the Shareholder may transfer any or all of the Subject Securities to (x) a charity, charitable trust or other charitable organization qualifying under Section 5.01(c)(3) of the Code, or (y) to a lineal descendant or spouse of the Shareholder or a trust for the benefit of one or more of such persons; provided, that the transferee agrees in writing to be bound by the terms of this Agreement. (g) The Shareholder further agrees not to commit or agree to take any of action inconsistent with the foregoing actionsforegoing. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 3: (a) The Shareholder shall attend the Target Aspen Meeting, in person or by proxy, and at the Target Aspen Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Transaction and the Merger Purchase Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the MergerTransaction, the adoption of the Merger Agreement and the approval of the Purchase Agreement and the terms thereof and each of the other transactions contemplated by the Merger Purchase Agreement and (ii) any other matter necessary to the consummation of the Merger Transaction and the other transactions contemplated by the Merger Purchase Agreement. (b) At any meeting of shareholders of Target Aspen or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale of substantial assetsassets (other than the Purchase Agreement and the Transaction), reorganization, recapitalization, dissolution, liquidation or winding up of or by Target Aspen or any of its Subsidiaries subsidiaries or any other Acquisition Proposal, (ii) any amendment of TargetAspen’s articles certificate of incorporation or bylaws or other proposal or transaction involving Target Aspen or any of its Subsidiariessubsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the MergerTransaction, the Merger Purchase Agreement or any of the other transactions contemplated by the Merger Purchase Agreement or change in any manner the voting rights of any class of capital stock of Target Aspen, or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target Aspen in the Merger Purchase Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target Aspen or any of its Subsidiaries subsidiaries or afford access to the properties, books or records of Target Aspen or any of its Subsidiaries subsidiaries to, any Person person that has made an Acquisition Proposal or to any Person person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target Aspen and Parent Buyer in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by the Merger Purchase Agreement. (f) The Shareholder agrees to promptly notify Parent Buyer in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target Aspen acquired by the Shareholder hereafter and promptly notify Parent Buyer in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by ParentBuyer, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of TargetAspen, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, mergerTransaction, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of shareholders of the Target Meeting, in person or by proxy, Company called to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) 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 Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of (i) 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 and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by Target or any of its Subsidiaries the Company or any other Acquisition takeover proposal (collectively, "Takeover Proposal, ") or (ii) any amendment of Target’s articles the Company's certificate of incorporation or bylaws by-laws or other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries, 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of of, the Subject Shares to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or grant or appoint indirectly, any power of attorney in relation to the Subject Shares, Takeover Proposal and agrees not to commit or agree to take any of the foregoing actions. (d) The During the term of this Agreement, the Shareholder shall not, nor shall the Shareholder authorize it permit any of its affiliates or any director, officer, employee, investment banker, consultant, attorney, agent attorney or other advisor adviser or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage any Takeover Proposal. Notwithstanding the foregoing provisions of this Section 3(d), Shareholder and all other persons described in discussions or negotiations withthe first sentence of this Section 3(d), or disclose any non-public information regarding Target or any of its Subsidiaries or afford access shall be entitled to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or take all actions and to exercise all rights with respect to any Person Transaction as the Company may take or exercise pursuant to Section 5.4 of the Merger Agreement; provided, that the Shareholder knows or has reason to believe is contemplating making an Acquisition ProposalCompany, in connection with such actions and the exercise of such rights, complies with Section 5.4 of the Merger Agreement. (e) The Until after the Merger is consummated or the Merger Agreement is terminated, the Shareholder shall use the Shareholder’s commercially 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 Target and Parent the other parties in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 3, Shareholder agrees as follows: (a) The At the Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is soughtsought (including without limitation, any request for direction by the Trustee of the ESOP as to voting the Subject Shares beneficially owned through the ESOP), the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is soughtsought (including without limitation, any request for direction by the Trustee of the ESOP as to voting the Subject Shares beneficially owned through the ESOP), the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Target the Company or any of its Subsidiaries or any other Acquisition Takeover Proposal, (ii) any amendment of Targetthe Company’s articles Articles of incorporation Incorporation, as amended, or bylaws Bylaws or other proposal or transaction involving Target the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) 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 capital stock of Target or the Company, (iiiB) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of the Company, and (iii) any nomination, proposal to elect or election of any person as a director of the Company who is not to commit or agree to take any action inconsistent with a member of the foregoingCompany’s Board of Directors on the date hereof. (c) Without in any way limiting the Company’s rights under Section 4.2(c) of the Merger Agreement, the Shareholder shall not, nor shall the Shareholder permit any Affiliate, director, officer, employee, investment banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (d) The Shareholder shall use the Shareholder’s reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (e) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the such Shareholder’s Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the such Shareholder’s Subject Shares, and . (f) The Shareholder further agrees not to commit or agree to take any of action inconsistent with the foregoing actionsforegoing. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Subject to Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend Without in any way limiting the Target MeetingShareholder's right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a shareholder vote, in person consent or other approval (including by proxywritten consent), at any meeting of the shareholders of the Company called upon to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) with respect to the Merger and the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares (and each class thereof): (i) in favor of (i) the Merger, the approval and 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 and Agreement; and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (iA) any merger agreement or merger (other than the Merger Agreement and the MergerMerger Agreement), consolidation, combination, sale of substantial assets, sale or issuance of securities of the Company or its subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Target the Company or any of its Subsidiaries or any other Acquisition Proposal, subsidiaries and (iiB) any amendment of Target’s articles the Company's Articles of incorporation Incorporation or bylaws or other proposal or transaction involving Target the Company or any of its Subsidiaries, subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent prevent, nullify or nullify result in a breach of any covenant, representation or warranty or any other obligation or agreement 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 any class of capital stock of Target or by this Agreement. (iiib) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not shall not, except as contemplated by this Agreement, directly or indirectly, grant any proxies or powers of attorney with respect to commit the Subject Shares, deposit the Subject Shares into a voting trust or agree enter into a voting agreement with respect to take any action inconsistent with the foregoingSubject Shares. (c) The Shareholder, and any beneficiary of a revocable trust for which the Shareholder agrees serves as trustee, shall not take any action to (i) sellrevoke or terminate such trust or take any other action which would restrict, transfer (including by operation of law), pledge, assign, encumber limit or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect frustrate the Shareholder's right to the Transfer of vote the Subject Shares to any person or (ii) enter into any voting arrangement (other than on behalf of such trust in accordance with this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall cause this Agreement to be filed with the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative Secretary of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition ProposalCompany. (e) The Subject to Section 7, Shareholder shall use the Shareholder’s commercially reasonable efforts to takenot transfer, sell or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreementotherwise dispose of any Subject Shares. (f) The Each Certificate representing Subject Shares now or hereafter owned by Shareholder agrees to promptly notify Parent in writing of shall be endorsed with a legend conspicuously noting the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination existence of this Agreement, until such time as this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedis terminated. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 33 of this Agreement, the Shareholder agrees as follows: (a) The At the Mercer Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum. (b) At the Mercer Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (bc) At any meeting of shareholders of Target Mercer (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target Mercer or any of its Subsidiaries Mercer Subsidiary or any other Acquisition Proposal, Proposal or (ii) any amendment of Target’s articles of incorporation or bylaws Xxxxxx’x Constituent Documents or other proposal or transaction involving Target Mercer or any of its SubsidiariesMercer Subsidiary, 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 change in any manner the voting rights of any class of capital stock of Target Mercer. (d) The Shareholder shall not, nor shall the Shareholder permit any affiliate, employee, investment banker or attorney or other advisor or representative of the Shareholder to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal or (iiiii) participate in any action that would result in a breach of discussions or negotiations regarding, or furnish to any representationPerson any information with respect to, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to or endorse, or take any other action inconsistent with to facilitate any Acquisition Proposal or any inquiries or the foregoingmaking of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. (ce) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber or otherwise dispose of (including by gift) or subject to an Encumbrance (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of any of the Subject Shares Securities to any person Person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall notSubject Securities, nor shall other than this Agreement. Notwithstanding the foregoing, the Shareholder authorize may transfer any investment bankeror all of the Subject Securities to (x) a charity, consultant, attorney, agent charitable trust or other advisor charitable organization qualifying under Section 5.01(c)(3) of the Code, or representative (y) to a lineal descendant or spouse of the Shareholder to, (i) directly or indirectly initiate, solicit a trust for the benefit of one or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect more of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereofpersons; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination transferee agrees in writing to be bound by the terms of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedAgreement. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 3, Shareholder agrees as follows: (a) The At the Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target the Company or any of its Subsidiaries or any other Acquisition Takeover Proposal, (ii) any amendment of Target’s articles the Company Articles of incorporation Incorporation, as amended, or bylaws Company Bylaws or other proposal or transaction involving Target the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) result in a breach of the Merger Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of Target or the Company, and (iii) any action that would result in a breach nomination, proposal to elect or election of any representation, warranty or covenant made by Target in person as a director of the Merger Agreement. The Shareholder further agrees Company who is not to commit or agree to take any action inconsistent with a member of the foregoingCompany’s Board of Directors on the date hereof. (c) without in any way limiting the Company’s rights under Section 4.2(d) of the Merger Agreement, the Shareholder shall not, nor shall the Shareholder permit any Affiliate, director, officer, employee, investment banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (d) The Shareholder shall use the Shareholder’s reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with CCBI in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (e) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the such Shareholder’s Subject Shares to any person unless such transferees agree to be bound by the terms of this Agreement or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to such Shareholder’s Subject Shares except in favor of the Subject Shares, and Merger. (f) The Shareholder further agrees not to commit or agree to take any of action inconsistent with the foregoing actionsforegoing. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of shareholders of the Target Meeting, in person or by proxy, Company called to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) 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 Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of (i) 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 and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by Target or any of its Subsidiaries the Company or any other Acquisition takeover proposal (collectively, "Takeover Proposal, ") or (ii) any amendment of Target’s articles the Company's certificate of incorporation or bylaws by-laws or other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries, 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.the

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of shareholders of the Target Meeting, in person or by proxy, Company called to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) 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 Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of (i) 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 and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by Target or any of its Subsidiaries the Company or any other Acquisition takeover proposal (collectively, "Takeover Proposal, ") or (ii) any amendment of Target’s articles the Company's certificate of incorporation or bylaws by-laws or other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries, 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of of, the Subject Shares to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or grant or appoint indirectly, any power of attorney in relation to the Subject Shares, Takeover Proposal and agrees not to commit or agree to take any of the foregoing actions. (d) The During the term of this Agreement, the Shareholder shall not, nor shall the Shareholder authorize it permit any of its affiliates or any director, officer, employee, investment banker, consultant, attorney, agent attorney or other advisor adviser or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations withany Takeover Proposal. Notwithstanding the foregoing provisions of this Section 3(d), or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s commercially reasonable efforts to take, or cause to be taken, and all actions, and to do, or cause to be done, and to assist and cooperate with Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, other persons described in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing first sentence of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.this

Covenants of Shareholder. Until the termination of ------------------------ this Agreement in accordance with Section 3, the Shareholder agrees as follows: (a) The Shareholder shall attend the Target Shareholder Meeting, in person or by proxy, and at the Target Shareholder Meeting (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 Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Target the Company or any of its Subsidiaries Subsidiary or any other Acquisition Proposal, Takeover Proposal or (ii) any amendment of Target’s articles the Company's Amended and Restated Articles of incorporation Incorporation, as amended, or bylaws Amended and Restated By-Laws or other proposal or transaction involving Target 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or -------- enter into any contract, option or other arrangement (including any profit-profit- sharing arrangement) with respect to the Transfer of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions; provided, however, that the Shareholder may (A) Transfer up to 5,000 of the -------- ------- Subject Shares by gift to charitable organizations and up to 12,000 of the Subject Shares by gift to members of the "immediate family" (as defined in Rule 16a-1(e) of the Exchange Act) of the Shareholder; (B) Transfer up to 200,000 of the Subject Shares in connection with the exercise of Shareholder Stock Options (as defined below); and (C) pledge as collateral up to 250,000 of the Subject Shares in connection with the exercise of Company Stock Options held by the Shareholder pursuant to the Company Stock Option Plans; provided, that any pledgee of such Subject Shares agrees in writing to be bound by the terms of this Agreement in the event such pledgee exercises its right to foreclose or otherwise acquires such Subject Shares. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries discussions or negotiations regarding, or furnish to any person any information with respect to the Company or any Subsidiary in connection with, or take any other action to facilitate any inquiries or the making or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Takeover Proposal. (e) The Shareholder shall use the Shareholder’s commercially 's reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the such Shareholder of any voting securities of Target the Company acquired by the such Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposalhereinafter. (g) The Shareholder hereby irrevocably grants to, shall not knowingly take or fail to take any action which would cause any of the representations and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and warranties set forth in the name, place and stead of the Shareholder, Shareholder Tax Certificate attached hereto as Attachment A to vote, ------------ be untrue or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedincorrect. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 33 of this Agreement, the Shareholder agrees as follows: (a) The At the Xxxxxx Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum. (b) At the Mercer Shareholder Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (bc) At any meeting of shareholders of Target Mercer (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target Mercer or any of its Subsidiaries Mercer Subsidiary or any other Acquisition Proposal, Proposal or (ii) any amendment of Target’s articles of incorporation or bylaws Xxxxxx’x Constituent Documents or other proposal or transaction involving Target Mercer or any of its SubsidiariesMercer Subsidiary, 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 change in any manner the voting rights of any class of capital stock of Target Mercer. (d) The Shareholder shall not, nor shall the Shareholder permit any affiliate, employee, investment banker or attorney or other advisor or representative of the Shareholder to, directly or indirectly, (i) solicit, initiate or knowingly encourage the submission of, any Acquisition Proposal or (iiiii) participate in any action that would result in a breach of discussions or negotiations regarding, or furnish to any representationPerson any information with respect to, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to or endorse, or take any other action inconsistent with to facilitate any Acquisition Proposal or any inquiries or the foregoingmaking of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. (ce) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber or otherwise dispose of (including by gift) or subject to an Encumbrance (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of any of the Subject Shares Securities to any person Person or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees not to commit or agree to take any of the foregoing actions. (d) The Shareholder shall notSubject Securities, nor shall other than this Agreement. Notwithstanding the foregoing, the Shareholder authorize may transfer any investment bankeror all of the Subject Securities to (x) a charity, consultant, attorney, agent charitable trust or other advisor charitable organization qualifying under Section 5.01(c)(3) of the Code, or representative (y) to a lineal descendant or spouse of the Shareholder to, (i) directly or indirectly initiate, solicit a trust for the benefit of one or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect more of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereofpersons; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination transferee agrees in writing to be bound by the terms of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedAgreement. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Subject to Section 36 hereof, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of Shareholders of the Target MeetingCompany, in person or by proxyhowever called, and at the Target Meeting (or at any adjournment thereof) thereof or in any other circumstances upon which a vote, consent or other approval (including written consent) of shareholders of the Company is sought with respect to any of the Merger and the Merger Agreement is soughtmatters described in (i) or (ii) below, the or any actions related thereto, Shareholder shall vote (or cause to be voted) the Subject Shares (which number of shares may be greater or less than the number of shares as of the date hereof): (i) in favor of (i) the Merger, the approval and 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 and Agreement; and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target or at any adjournment thereof or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (iA) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial substantially all of the Company's assets, sale or issuance of securities of the Company or its subsidiaries, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by Target the Company or any of its Subsidiaries or any other Acquisition Proposal, subsidiaries and (iiB) any amendment of Target’s the Company's articles of incorporation or bylaws or bylaws, any other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries or any action or agreement which amendment, which amendment or other proposal or transaction or action or agreement would in any manner or could reasonably be expected to impede, frustrate, prevent delay, prevent, nullify or nullify result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement 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 any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger this Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (cb) The Shareholder agrees shall not to (i) transfer, sell, transfer (including by operation of law), pledge, assign, encumber exchange, pledge or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into encumber any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares Shares, or make any offer or agreement relating thereto, at any time prior to the termination of this Agreement, without the prior written consent of Parent. Notwithstanding the foregoing, (i) Shareholder may, during the term of this Agreement, gift, sell or otherwise transfer shares to (A) a member or members of a group consisting of such Shareholder's spouse, such Shareholder's issue, the spouses of such Shareholder's issue, or any person charitable organization, (B) any trust or custodian account created for the primary benefit of any one or more of such Shareholder or the permitted transferees described in clause (A) above or (C) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by such Shareholder or the permitted transferees described in clause (A) above, and (ii) enter into an individual Shareholder who acquired Shares pursuant to this sentence may transfer such Shares only to the Shareholder from whom, directly or indirectly, such transferring Shareholder acquired said Shares or parties to whom such transferring Shareholder is permitted to transfer Company Common Shares pursuant to this sentence; subject, however, to the requirement that in each case at the time of and as a condition to such transfer, the permitted transferee shall provide to Parent its written agreement to be bound by the terms of this Agreement and to perform all of the obligations of the Shareholder provided for herein as if the permitted transferee had originally executed and delivered this Agreement to Parent. Furthermore, Shareholder shall not, except as contemplated by this Agreement or with the prior written consent of Parent, directly or indirectly, grant any voting arrangement (other than this Agreement), whether by proxy, voting agreement proxies or otherwise, or grant or appoint any power powers of attorney in relation with respect to the Subject Shares, and agrees not to commit deposit the Subject Shares into a voting trust or agree to take any of the foregoing actions. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any enter into a voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including agreement with respect to matters as to which a record date has heretofore passedthe Subject Shares. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement the Shareholder’s obligations in accordance with Section 3, the Shareholder agrees as follows: (a) The At the Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall appear or otherwise cause the Subject Shares to be cast in accordance with the applicable procedures relating thereto so as to ensure that the Subject Shares are duly counted as present thereat for purposes of calculating a quorum. (b) At the Shareholder Meeting (or at any adjournment thereof) or in ;any other circumstances upon which a vote, consent or other approval with respect to the Merger or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement Agreement; provided, however, that in the event a Company Adverse Recommendation Change is made in response to a Superior Proposal and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by continues in effect in compliance with the Merger Agreement, the Shareholder shall not be bound by the obligations set forth in this Section 1(b). (bc) At any meeting of shareholders of Target the Company (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target the Company or any of its Subsidiaries or any other Acquisition Takeover Proposal, (ii) any amendment of Targetthe Company’s articles Certificate of incorporation Incorporation, as amended, or bylaws Bylaws or other proposal or transaction involving Target the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) reasonably be expected to result in a breach of the Merger Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of Target or the Company, and (iii) any action that would result in a breach nomination, proposal to elect or election of any representation, warranty or covenant made by Target in the Merger Agreement. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Shareholder agrees not to (i) sell, transfer (including by operation of law), pledge, assign, encumber or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer person as a director of the Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the Subject Shares, and agrees Company who is not to commit or agree to take any a member of the foregoing actionsCompany’s Board of Directors on the date hereof. (d) The Shareholder shall not, nor shall the Shareholder authorize permit any affiliate, director, officer, employee, investment banker, consultant, attorney, agent banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Takeover Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder hereby agrees not to promptly notify Parent in writing (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the nature and amount Transfer of such Shareholder’s Subject Shares to any acquisition by the Shareholder of person or (ii) enter into any voting securities of Target acquired arrangement, whether by the Shareholder hereafter and promptly notify Parent proxy, voting agreement or otherwise, in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected relation to lead to, an Acquisition Proposalsuch Shareholder’s Subject Shares. (g) The Shareholder hereby irrevocably grants to, and appoints further agrees not to commit or agree to take any individual or individuals who shall hereafter be designated by Parent, and each of them, action inconsistent with the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passedforegoing. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until Effective upon the approval of the Merger Agreement by the Board of Directors of the Company and the Company’s execution of the Merger Agreement, until the termination of this Agreement the Shareholder’s obligations in accordance with Section 3, Shareholder agrees as follows: (a) The At the Shareholder shall attend the Target Meeting, in person or by proxy, and at the Target Meeting (or at any adjournment thereof) or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares in favor of (i) the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company (or at any adjournment thereof thereof) or in any other circumstances upon which the Shareholder’s vote, consent or other approval is sought, the Shareholder shall vote (or cause to be voted) the Subject Shares against (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 Target the Company or any of its Subsidiaries or any other Acquisition Takeover Proposal, (ii) any amendment of Targetthe Company’s articles of incorporation or bylaws its Subsidiaries’ Constituent Documents or other proposal or transaction involving Target the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner (A) impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, (B) result in a breach of the Merger Agreement in any respect or (C) change in any manner the voting rights of any class of capital stock of Target or the Company, and (iii) any action that would result in a breach nomination, proposal to elect or election of any representation, warranty or covenant made by Target in person as a director of the Merger Agreement. The Shareholder further agrees Company who is not to commit or agree to take any action inconsistent with a member of the foregoingCompany’s Board of Directors on the date hereof. (c) Without in any way limiting Article VII of the Merger Agreement, the Shareholder shall not, nor shall the Shareholder permit any Affiliate, director, officer, employee, investment banker or attorney or other advisor or representative of the Shareholder to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal. (d) The Shareholder shall use the Shareholder’s reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with Purchaser in doing, all things necessary, proper or advisable to support and 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 any costs incurred in connection with Shareholder’s compliance with this Section 1(d) shall be borne by Purchaser. (e) The Shareholder hereby agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of the Subject Shares to any person unless such transferees agree to be bound by the terms of this Agreement or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, or grant or appoint any power of attorney in relation to the such Shareholder’s Subject Shares, Shares except as required by and consistent with this Agreement. (f) The Shareholder further agrees not to commit or agree to take any of action inconsistent with the foregoing actionsforegoing. (d) The Shareholder shall not, nor shall the Shareholder authorize any investment banker, consultant, attorney, agent or other advisor or representative of the Shareholder to, (i) directly or indirectly initiate, solicit or knowingly encourage or facilitate (including by furnishing non-public information) any inquiries regarding, or the making or submission of any proposal that constitutes, or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage in discussions or negotiations with, or disclose any non-public information regarding Target or any of its Subsidiaries or afford access to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or to any Person that the Shareholder knows or has reason to believe is contemplating making an Acquisition Proposal. (e) The Shareholder shall use the Shareholder’s 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 Target and Parent in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.

Covenants of Shareholder. Until the termination of this Agreement in accordance with Section 37, Shareholder agrees as follows: (a) The Shareholder shall attend At any meeting of shareholders of the Target Meeting, in person or by proxy, Company called to vote upon the Merger and at the Target Meeting (Merger Agreement or at any adjournment thereof) 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 Shareholder shall be present (in person or by proxy) and shall vote (or cause to be voted) the Subject Shares in favor of (i) 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 and (ii) any other matter necessary to the consummation of the Merger and the other transactions contemplated by the Merger Agreement. (b) At any meeting of shareholders of Target the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder’s 's vote, consent or other approval is sought, the Shareholder 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, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding winding-up of or by Target or any of its Subsidiaries the Company or any other Acquisition takeover proposal (collectively, "Takeover Proposal, ") or (ii) any amendment of Target’s articles the Company's certificate of incorporation or bylaws by-laws or other proposal or transaction involving Target the Company or any of its Subsidiariessubsidiaries, 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 change in any manner the voting rights of any class of capital stock of Target or (iii) any action that would result in a breach of any representation, warranty or covenant made by Target in the Merger AgreementCompany. The Shareholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Shareholder agrees not to (i) sell, transfer (including by operation of law)transfer, pledge, assign, encumber assign or otherwise dispose of (including by gift) (collectively, “"Transfer”"), or enter into any contract, option or other arrangement (including any profit-sharing arrangement) with respect to the Transfer of of, the Subject Shares to any person other than pursuant to the terms of the Merger or (ii) enter into any voting arrangement (other than this Agreement)arrangement, whether by proxy, voting agreement or otherwise, in connection with, directly or grant or appoint indirectly, any power of attorney in relation to the Subject Shares, Takeover Proposal and agrees not to commit or agree to take any of the foregoing actions. Notwithstanding the foregoing, the Shareholder shall have the right, for estate planning purposes, to Transfer Subject Shares to a transferee only following the due execution and delivery to Parent by each transferee of a legal, valid and binding counterpart to this Agreement. (d) The During the term of this Agreement, the Shareholder shall not, nor shall the Shareholder authorize he permit any of his affiliates or any director, officer, employee, investment banker, consultant, attorney, agent attorney or other advisor adviser or representative of the Shareholder to, (i) directly or indirectly initiatesolicit, solicit initiate or knowingly encourage the submission of, any Takeover Proposal or facilitate (including by furnishing non-public informationii) directly or indirectly participate in any inquiries 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 or submission of any proposal that constitutes, constitutes or that may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate or engage any Takeover Proposal. Notwithstanding the foregoing provisions of this Section 3(d), Shareholder and all other persons described in discussions or negotiations withthe first sentence of this Section 3(d), or disclose any non-public information regarding Target or any of its Subsidiaries or afford access shall be entitled to the properties, books or records of Target or any of its Subsidiaries to, any Person that has made an Acquisition Proposal or take all actions and to exercise all rights with respect to any Person Transaction as the Company may take or exercise pursuant to Section 5.4 of the Merger Agreement; PROVIDED, that the Shareholder knows or has reason to believe is contemplating making an Acquisition ProposalCompany, in connection with such actions and the exercise of such rights, complies with Section 5.4 of the Merger Agreement. (e) The Until after the Merger is consummated or the Merger Agreement is terminated, the Shareholder shall use the Shareholder’s commercially 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 Target and Parent the other parties in doing, all things necessary, proper or advisable to support and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. (f) The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any acquisition by the Shareholder of any voting securities of Target acquired by the Shareholder hereafter and promptly notify Parent in writing of the nature and amount of any inquiry regarding, or the making or submission of any proposal that would constitute, or that may reasonably be expected to lead to, an Acquisition Proposal. (g) The Shareholder hereby irrevocably grants to, and appoints any individual or individuals who shall hereafter be designated by Parent, and each of them, the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote, or cause to be voted, the Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, at every annual, special or other meeting of the shareholders of Target, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely in the manner specified in Section 1(a) and (b) hereof; provided, however, that the foregoing grant of proxy shall terminate immediately upon termination of this Agreement in accordance with its terms, including with respect to matters as to which a record date has heretofore passed. (h) The Shareholder specifically recognizes and agrees that this grant of proxy is coupled with an interest. This appointment of proxy shall survive the bankruptcy, merger, dissolution, liquidation, death or incapacity of the Shareholder. The Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that any such proxies are hereby revoked.