Common use of Covenants of Stockholders Clause in Contracts

Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition of Company Shares. (a) During the Support Period, except pursuant to the terms of this Agreement or in connection with the Offer and the Merger, each Stockholder shall not, without the prior written consent of Parent, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder to any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Covenants of Stockholders. 5.1 No Proxies forUntil the termination of this 2 Agreement in accordance with Section 4, Encumbrances on or Disposition each of Company Shares.the Stockholders independently agrees as follows: (a) During At any meeting of the Support Periodstockholders of the Company called to vote upon the Merger or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, except pursuant consent or other approval with respect to the Merger or the Merger Agreement is sought, the Stockholders shall vote (or cause to be voted) the Subject Shares, with respect to which such Stockholder has voting authority, in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of this Agreement the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in connection any other circumstances upon which the Stockholders' vote, consent or other approval is sought, the Stockholders shall vote (or cause to be voted) the Subject Shares, with respect to which such Stockholder has voting authority, against (i) any merger agreement or merger (other than the Offer Merger Agreement and the Merger), each Stockholder shall notconsolidation, without combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the prior written consent of Parent, directly Company or indirectlyany other Takeover Proposal (as defined in the Merger Agreement), (aii) grant any proxiesamendment of the Company's Certificate of Incorporation, or By-Laws, which amendment 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 the Company, or (iii) any action or agreement which would result in a breach of any representation, warranty, covenant or agreement of the Company set forth in the Merger Agreement. Each Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) Each Stockholder agrees not to (i) sell, transfer, exchange, redeem, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or enter into any voting trust contract, option or other contractarrangement (including any profit-sharing arrangement) with respect to the Transfer of any of its Subject Shares to any person or (ii) enter into any voting arrangement (other than this Agreement), whether by proxy, voting agreement or otherwise, in relation to the Subject Shares, with respect to the voting of any Company Shares Beneficially Owned by which such Stockholder with respect has voting authority, and agrees not to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber commit or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person agree to take any of the foregoing actions. Without limiting the generality . (d) The Stockholders, as stockholders of the foregoingCompany, during shall not, nor shall the Support PeriodStockholders, each as stockholders of the Company, permit any officer, director or employee or any investment banker, attorney, accountant, agent or other advisor or representative of any of the Stockholders to, (i) solicit, initiate or knowingly encourage the submission of any Takeover Proposal, (ii) enter into any agreement with respect to a Takeover Proposal or (iii) participate in any discussions or negotiations regarding, or furnish to any Person (as defined in the 3 Merger Agreement) any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes any Takeover Proposal. (e) Each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned notify MotivePower promptly (but in no event later than 24 hours) after receipt by such Stockholder into Stockholder, as a stockholder of the Company, or otherwise such Stockholder, as a stockholder of the Company, becoming aware, of any Takeover Proposal or any request for nonpublic information in connection with any tender a Takeover Proposal or exchange offer, except pursuant for access to the Offerproperties, books or records of such party by any Person or entity that informs such party that it is considering making, or has made, a Takeover Proposal. (bf) Notwithstanding The Stockholders agree to take all action necessary to suspend all covenants, agreements and arrangements of the foregoing clause Stockholders contained in the Voting Trust Agreement and the Stockholders Agreement and to terminate the Voting Trust Agreement and Stockholders Agreement immediately prior to the Effective time (ias defined in the Merger Agreement), each Stockholder may transfer unless the accountants for MotivePower and the Company Shares held by mutually agree that such Stockholder action is not necessary to any preserve the treatment of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member Merger as "pooling of such Stockholder’s immediate family (or to any trust established interests" for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreementaccounting purposes.

Covenants of Stockholders. 5.1 No Proxies forEach Stockholder hereby agrees with each of the other Stockholders and with the Corporation that neither it nor any of their respective representatives shall, Encumbrances directly or indirectly: (1) subject to Section 7.3, at any time disclose any Confidential Information to any person nor use the same for any purpose other than the purposes of the Corporation, nor disclose or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other non-public information relating to the business and affairs of the Corporation or any of its Subsidiaries which they may acquire as a result of being a Stockholder or director of the Corporation or any of its Subsidiaries; provided, however, that any party may disclose any information (i) to the extent required by law, regulation, or valid order of a governmental body, regulatory board, administrative tribunal, or comparable entity, (ii) to such party’s legal counsel, or (iii) to any of its Affiliates or accounting or financial advisors who need to know such information and have delivered to the Corporation a confidentiality agreement, in form and content satisfactory to the Corporation, acting reasonably, by which the Affiliate or advisor, as the case may be, has agreed not to disclose such information to any person, not to use such information for any purpose other than to provide advice to the Stockholder and, forthwith upon request, to return to the Corporation all tangible evidence of such information; (2) until such time as such Stockholder ceases to be a Stockholder of the Corporation, either individually or in partnership or jointly or in conjunction with any person, as principal, agent, shareholder, or in any other manner whatsoever, carry on or Disposition of Company Shares. (a) During be engaged in or concerned with or interested in, or advise, lend money to, guarantee the Support Perioddebts or obligations of, except pursuant or permit its name or any part thereof to the terms of this Agreement be used or employed by or associated with, any person engaged in connection or concerned with or interested in any business which is competitive with the Offer and business carried on by the MergerCorporation or any of its Subsidiaries at such time without, in each Stockholder shall notcase, without the prior written consent of Parentthe Corporation, which consent shall not be unreasonably withheld or delayed; provided, however, that a Stockholder shall not be bound by the restrictions set forth in this Section 7.2(a)(2) if and during such time as such Stockholder’s fully diluted ownership of the equity securities of the Corporation constitutes less than one and one half percent (1.5%) of the total issued and outstanding equity ownership of the Corporation; and (3) until such time as such Stockholder ceases to be a Stockholder of the Corporation, at any time contact, or take any steps designed to bring information to the attention of, any employee or executive of the Corporation or any of its Subsidiaries for the purpose of offering such employee or executive employment with, or enticing such employee or executive to seek employment with, any person other than the Corporation or any of its Subsidiaries, regardless of the business in which such other person is engaged, without, in each case, the prior written consent of the Corporation, which consent shall not be unreasonably withheld or delayed or at any time, directly or indirectly, (a) grant individually or in partnership or jointly or in conjunction with any proxiesperson, or enter into any voting trust or other contractas principal, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 aboveagent, (b) sellshareholder, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrictother manner whatsoever, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereundercontact, or seek to do approach, or solicit any customer or client (or prospective customer or client) of the foregoing actions, Corporation or cause or permit any other Person to take any of its Subsidiaries for the foregoing actions. Without limiting purpose of soliciting any such client or customer (or prospective client or customer) or selling to such person services the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender same or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder similar to any services provided by the Corporation or any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreementits Subsidiaries.

Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition of Company Shares. (a) During the Support period (the “Agreement Period”) beginning on the date hereof and ending on the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement in accordance with its terms, except pursuant the Stockholder hereby agrees to: (i) be present, in person or represented by proxy, at each meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, so that all of the Stockholder’s Schedule A Shares and all of the other shares of Company Stock and other shares of capital stock of the Company that the Stockholder becomes entitled to vote after the terms date of this Agreement or in connection (together with the Offer Schedule A Shares, the “Shares”) may be counted for purposes of determining the presence of a quorum at such meeting; (ii) at each such meeting, and the Mergerat any adjournment or postponement thereof, each Stockholder shall not, without the prior written consent of Parent, directly or indirectly, vote (a) grant any proxies, or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise and in connection with any tender or exchange offersolicitation for a written consent, except pursuant timely execute and deliver a written consent with respect to) the Shares to: (A) adopt the Merger Agreement and all agreements related to the OfferMerger and any action required in furtherance thereof; and (B) without limitation of the preceding clause (A), approve any proposal to adjourn or postpone the Company Stockholder Meeting to a later date if there are not sufficient votes for adoption of the Merger Agreement on the date on which the Company Stockholder Meeting is held; and (iii) at each such meeting, and at any adjournment or postponement thereof, vote against (and in connection with any solicitation for a written consent, withhold and not grant such Stockholder’s consent with respect to): (A) any action or agreement that would reasonably be expected to: (I) result in the breach or inaccuracy of any representation or warranty, covenant or agreement of the Company contained in the Merger Agreement; (II) frustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of the transactions contemplated by the Merger Agreement; (III) reduce the benefits to Parent or Merger Subsidiary of the transactions contemplated by the Merger Agreement; or (IV) frustrate the purposes of, hinder or interfere with, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement; and (B) any Acquisition Proposal and any action required in furtherance thereof. (b) Notwithstanding During the foregoing clause Agreement Period, the Stockholder will not, directly or indirectly: (i)) solicit, each Stockholder may transfer initiate or knowingly take any action to encourage the submission of any Acquisition Proposal; or (ii) enter into or participate in any discussions or negotiations with, furnish any information relating to the Company Shares held by such Stockholder to or any of its Subsidiaries or afford access to the other Stockholders party to this Agreement with Parent and Acquisition Sub business, properties, assets, books or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all records of the terms Company or any of this its Subsidiaries to, otherwise cooperate in any way with, or assist, participate in, encourage or facilitate any effort by any Third Party that is seeking to make, or has made, an Acquisition Proposal. The Stockholder agrees to notify Parent promptly (but in no event later than 2 Business Days) after receipt by the Stockholder of any Acquisition Proposal or of any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Third Party that the Stockholder reasonably believes is seeking to make, or has made, an Acquisition Proposal. The Stockholder agrees to keep Parent reasonably informed, on a prompt basis, of the status and material details of any such Acquisition Proposal, indication or request. This Section 1(b) shall not be construed to limit acts taken by the Stockholder in his capacity has an officer [or director] of the Company that are taken in accordance with Section 6.3 of the Merger Agreement. (c) The Stockholder hereby agrees not to exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any shares of Company Stock owned by the Stockholder in connection with the Merger.

Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition Until the termination of Company Shares.this Agreement in accordance with Section 4: (a) During Each Stockholder shall attend any and all meetings of stockholders of the Support Period, except pursuant Company called with respect to the terms Asset Sale, in person or by proxy, and at such meeting of this Agreement stockholders (or at any adjournment thereof) or in connection any other circumstances upon which a vote, written consent or other approval with respect to the Offer Asset Sale and the Mergerany asset purchase agreement related thereto ("Asset Purchase Agreement") is sought, each Stockholder shall notvote (or cause to be voted) the Subject Shares in favor of the Asset Sale, without the prior written consent adoption of Parentthe Asset Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Asset Purchase Agreement and necessary for the Asset sale. (b) Except as set forth in this Agreement, directly or indirectly, (a) grant any proxies, or each Stockholder agrees that it shall not enter into any voting trust arrangement, whether by proxy, voting agreement or other contractotherwise, with respect in relation to the voting of any Company Subject Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to which will negatively impact on the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty ability of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s stockholder to fulfill its obligations hereunder, and shall not commit or seek to do or solicit any of the foregoing actions, or cause or permit any other Person agree to take any of the foregoing actions. Without limiting . (c) Each Stockholder shall use his 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 CHD in doing, all things necessary, proper or advisable to support and to complete and make effective, in the generality most expeditious manner practicable, the Asset Sale and the other transactions contemplated by the Asset Purchase Agreement in the event CHD exercises the option, In all instances solely in his or her capacity as a shareholder of the foregoing, during the Support Period, each Company. (d) Each Stockholder shall not tender, agree to tender or cause or permit to be tendered promptly notify CHD in writing of the nature and amount of any Company Shares Beneficially Owned acquisition by such Stockholder into or otherwise in connection with of any tender or exchange offer, except pursuant to voting securities of the OfferCompany acquired by such Stockholder hereinafter. (be) Notwithstanding Each Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any of Subject Shares and constitutes and appoints CHD, or any nominee of CHD, or any of them, with full power of substitution and resubstitution, at any time during the foregoing clause term hereof, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead, but solely in his or her capacity as a stockholder of the Company (i), each Stockholder may transfer Company Shares held by such Stockholder ) to any demand that the Secretary or other appropriate officer of the other Stockholders party to this Agreement with Parent and Acquisition Sub Company call a special meeting, or to any member solicit the written consent, of such Stockholder’s immediate family (or to any trust established the stockholders of the Company for the benefit purpose of one or more members of such Stockholder’s immediate family); provided that a transfer considering any matter referred to in this sentence shall be permitted only ifSection 1(a) hereof, (ii) to vote each of such Subject Shares, as a precondition to such transferprovided in Section 1(a), the transferee agrees in a writingas its proxy at every annual, reasonably satisfactory in form and substance to Parentspecial, to be bound by all adjourned or postponed meeting of the terms stockholders of the Company, including the right to sign its name (as stockholder) to any consent, certificate or other document relating to the Company that the Delaware General Corporation Law may permit or require as provided in Section 1(a) and (iii) to approve any other motion or action necessary to effect the foregoing. The foregoing proxy and power of attorney are irrevocable and coupled with an interest throughout the term of this Agreement.

Covenants of Stockholders. 5.1 No Proxies forEach Stockholder hereby agrees with each of the other Stockholders and with the Corporation that neither it nor any of their respective representatives shall, Encumbrances on directly or Disposition of Company Sharesindirectly. (a1) During subject to Section 7.3, at any time disclose any Confidential Information to any person nor use the Support Periodsame for any purpose other than the purposes of the Corporation, except pursuant nor disclose or use for any purpose other than those of the Corporation the private affairs of the Corporation or any other non-public information relating to the terms business and affairs of this Agreement the Corporation or any of its Subsidiaries which they may acquire as a result of being a Stockholder or director of the Corporation or any of its Subsidiaries; provided, however, that any party may disclose any information (i) to the extent required by law, regulation, or valid order of a governmental body, regulatory board, administrative tribunal, or comparable entity, (ii) to such party’s legal counsel, or (iii) to any of its Affiliates or accounting or financial advisors who need to know such information and have delivered to the Corporation a confidentiality agreement, in form and content satisfactory to the Corporation, acting reasonably, by which the Affiliate or advisor, as the case may be, has agreed not to disclose such information to any person, not to use such information for any purpose other than to provide advice to the Stockholder and, forthwith upon request, to return to the Corporation all tangible evidence of such information; (2) subject to Section 7.2(b), until such time as such Stockholder ceases to be a Stockholder of the Corporation, either individually or in connection partnership or jointly or in conjunction with any person, as principal, agent, shareholder, or in any other manner whatsoever, carry on or be engaged in or concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of, or permit its name or any part thereof to be used or employed by or associated with, any person engaged in or concerned with or interested in any business which is competitive with the Offer and business carried on by the MergerCorporation or any of its Subsidiaries at such time without, in each Stockholder shall notcase, without the prior written consent of Parentthe Corporation, which consent shall not be unreasonably withheld or delayed; provided, however, that a Stockholder shall not be bound by the restrictions set forth in this Section 7.2(a)(2) if and during such time as such Stockholder’s fully diluted ownership of the equity securities of the Corporation constitutes less than one and one half percent (1.5%) of the total issued and outstanding equity ownership of the Corporation; and (3) until such time as such Stockholder ceases to be a Stockholder of the Corporation, (i) at any time contact, or take any steps designed to bring information to the attention of, any employee or executive of the Corporation or any of its Subsidiaries for the purpose of offering such employee or executive employment with, or enticing such employee or executive to seek employment with, any person other than the Corporation or any of its Subsidiaries, regardless of the business in which such other person is engaged, without, in each case, the prior written consent of the Corporation, which consent shall not be unreasonably withheld or delayed or (ii) at any time, directly or indirectly, (a) grant individually or in partnership or jointly or in conjunction with any proxiesperson, or enter into any voting trust or other contractas principal, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 aboveagent, (b) sellshareholder, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrictother manner whatsoever, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereundercontact, or seek to do approach, or solicit any customer or client (or prospective customer or client) of the foregoing actions, Corporation or cause or permit any other Person to take any of its Subsidiaries for the foregoing actions. Without limiting purpose of soliciting any such client or customer (or prospective client or customer) or selling to such person services the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender same or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder similar to any services provided by the Corporation or any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreementits Subsidiaries.

Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition of Company Shares. (a) During the Support Period, Each Stockholder agrees not to: except pursuant to the terms of extent contained in this Agreement or in connection with the Offer and the MergerAgreement, each Stockholder shall nottransfer, without the prior written consent of Parent, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfergift, tenderhedge, encumber pledge or otherwise dispose (whether by sale, liquidation, dissolution, dividend, distribution, or otherwise) of, or enter into any contract derivative arrangement with respect to the direct or indirect sale(each, assignment, transfer, tender, encumbrance or other disposition ofa “Transfer”), any or all of such Stockholder’s Company Shares Stock or any right or interest therein (c) or consent to any of the foregoing); enter into any contract or agreement with respect to any Transfer of any or all of such Stockholder’s Company Stock or any right or interest therein; grant any proxies, deposit any Company Stock into a voting trust or enter into a voting agreement, in each case with respect to any Company Stock; create or permit to exist any Encumbrance on any or all of such Stockholder’s Company Stock; take or permit any other action that would in any way restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the transactions contemplated hereby or otherwise make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect; or without the prior written approval of Wintrust, directly or indirectly, solicit, initiate, encourage or facilitate any Company Takeover Proposal or enter into any agreement with respect to, or initiate or participate in any way restrictnegotiations or discussions with any Person concerning any Company Takeover Proposal, limit or interfere furnish any information to any Person proposing or seeking an Company Takeover Proposal. Each Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Wintrust of the number of any material respect with new Company Stock acquired by such Stockholder, if any, after the performance date hereof. Any such Company Stock shall be subject to the terms of this Agreement as though owned by such Stockholder on the date hereof. Notwithstanding anything contained in this Agreement to the contrary, at any time prior to the Closing, each Stockholder shall be permitted to Transfer ownership and voting rights of up to an aggregate of two percent (2%) of such Stockholder’s obligations hereunder, or seek Company Stock listed as owned on Schedule 1 to do or solicit any of the foregoing actions, or cause or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder to any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any a family member of such StockholderStockholder without obtaining Wintrust’s immediate family (prior consent or approval of such transfer; provided, however, that prior to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred Transfer, such Stockholder shall cause such family member to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, agree to be bound by all the terms and conditions of this Agreement and to execute a joinder to this Agreement. For purposes of the terms of this Agreementpreceding sentence, “family member” shall mean any child, step-child, grandchild, parent, step-parent, grandparent, spouse, sibling, nephew, niece, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships.

Covenants of Stockholders. 5.1 No Proxies forUntil the termination of this Agreement in accordance with Section 3, Encumbrances on or Disposition of Company Shares.the Stockholders agree as follows: (a) During The Stockholders shall attend the Support PeriodStockholder Meeting, except pursuant in person or by proxy, and at the Stockholder 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 Stockholders shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and each of this Agreement the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in connection with any other circumstances upon which the Offer Stockholders' vote, consent or other approval is sought, the Stockholders 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), each Stockholder shall notconsolidation, without combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the prior written consent Company or any Subsidiary or any Takeover Proposal or (ii) any amendment of Parentthe Company's Restated Certificate of Incorporation, directly or indirectlyBy-laws or other proposal or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholders further agrees not to commit or agree to take any action inconsistent with the foregoing. (ac) grant any proxiesThe Stockholders agree not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "TRANSFER"), or enter into any voting trust contract, option or other contract, arrangement (including any profit-sharing arrangement) with respect to the voting Transfer of any Company the Subject Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, person or (bii) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect voting arrangement, whether by proxy, voting agreement or otherwise, in relation to the direct Subject Shares, and agree not to commit or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person agree to take any of the foregoing actions. Without limiting ; provided, however, that the generality Stockholder may (A) Transfer up to 2% of the foregoing, during Subject Shares by gift to charitable organizations and up to 2% of the Support Period, each Stockholder shall not tender, agree Subject Shares by gift to tender or cause or permit members of the "immediate family" (as defined in Rule 16a-1(e) of the Exchange Act) of the Stockholder; and (B) pledge as collateral up to be tendered any Company 2% of the Subject Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except the exercise of Company Stock Options held by the Stockholder pursuant to the Offer. (b) Notwithstanding the foregoing clause (i)Company Stock Option Plans; provided, that in each Stockholder may transfer Company Shares held by such Stockholder to case any of the other Stockholders party to this Agreement with Parent and Acquisition Sub transferee or to any member pledgee of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee Subject Shares agrees in a writing, reasonably satisfactory in form and substance to Parent, writing to be bound by all of the terms of this Agreement to the same degree as the Stockholders as transferors. (d) The Stockholders shall not, nor shall the Stockholders authorize any investment banker, attorney or other advisor or representative of the Stockholders to, directly or indirectly (i) solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) participate in any 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 of any proposal that constitutes or may reasonably be expected to lead to, any Takeover Proposal, except in their capacity as representatives or agents of the Company, as permitted by the terms and conditions of the Merger Agreement. (e) The Stockholders shall use the Stockholders' 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, except in their capacity as representatives or agents of the Company, as permitted by the terms and conditions of the Merger Agreement. (f) The Stockholders agree to promptly notify Parent in writing of the nature and amount of any acquisition by such Stockholder of any voting securities of the Company acquired by such Stockholder hereinafter. (g) The Stockholders shall not knowingly take or fail to take any action which would cause any of the representations and warranties set forth in the Stockholder Tax Certificate attached hereto as SCHEDULE B to be untrue or incorrect. (h) The Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of any of Subject Shares and constitutes and appoints Sub and Parent, or any nominee of Sub and Parent, or any of them, with full power of substitution and resubstitution, at any time during the term hereof, as its true and lawful attorney and proxy (its "Proxy"), for and in its name, place and stead (i) to demand that the Secretary of the Company call a special meeting of the shareholders of the Company for the purpose of considering any matter referred to in Section 1(a) and 1(b) hereof, (ii) to vote each of such Subject Shares as provided in Sections 1(a) and 1(b) as its proxy at every annual, special, adjourned or postponed meeting of the shareholders of the Company, including the right to sign its name (as shareholder) to any consent, certificate or other document relating to the Company that Delaware Law may permit or require as provided in Sections 1(a) and 1(b) and (iii) to approve any other motion or action in furtherance of the foregoing. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM OF THIS AGREEMENT.

Covenants of Stockholders. 5.1 No Proxies for, Encumbrances on or Disposition of Company Shares.The Stockholders jointly and severally agree as follows: (a) During At any meeting of stockholders of the Support PeriodCompany called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, except consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholders shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement; provided that no amendment to the Merger Agreement will be made that creates additional Offer Conditions, reduces the Offer Price or otherwise adversely affects the Stockholders without the prior approval of the Stockholders. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholders' votes, consents or other approvals are sought, the Stockholders shall vote (or cause to be voted) the Subject Shares against (i) any Takeover Proposal (as such term is defined in Section 6.02 of the Merger Agreement) and (ii) any amendment of the Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock. The Stockholders further agree not to enter into any agreement inconsistent with the foregoing. (c) The Stockholders shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of such Subject Shares or any interest therein or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, the Subject Shares to any person other than pursuant to the terms of this Agreement the Offer or the Merger or otherwise to Sub in accordance with Section 1 or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares in connection with the Offer and the Merger, each Stockholder shall not, without the prior written consent of Parentwith, directly or indirectly, (a) grant any proxies, Takeover Proposal. The Stockholders shall not commit or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person agree to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (bd) Notwithstanding the foregoing clause The Stockholders shall not, and shall use their reasonable efforts to cause any investment banker, financial advisor, attorney, accountant or other representative of any such Stockholder not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing information), each Stockholder or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may transfer Company Shares held by such Stockholder reasonably be expected to lead to, any of the other Stockholders party to this Agreement with Parent and Acquisition Sub Takeover Proposal or to (ii) participate in any member of such Stockholder’s immediate family (discussions or to negotiations regarding any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this AgreementTakeover Proposal.

Covenants of Stockholders. 5.1 No Proxies forThe Stockholders jointly and severally agree as follows: (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholders' votes, Encumbrances on consents or Disposition other approvals are sought, the Stockholders shall vote (or cause to be voted) the Subject Shares against (i) any Takeover Proposal (as such term is defined in Section 6.02 of the Merger Agreement) and (ii) any amendment of the Company's Certificate of Incorporation or Bylaws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company SharesCommon Stock. The Stockholders further agree not to enter into any agreement inconsistent with the foregoing. (ac) During The Stockholders shall not (i) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), or consent to any Transfer of, any or all of such Subject Shares or any interest therein or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Support PeriodTransfer of, except the Subject Shares to any person other than pursuant to the terms of this Agreement the Offer or the Merger or otherwise to Sub in accordance with Section 1 or (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Subject Shares in connection with the Offer and the Merger, each Stockholder shall not, without the prior written consent of Parentwith, directly or indirectly, (a) grant any proxies, Takeover Proposal. The Stockholders shall not commit or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sell, assign, transfer, tender, encumber or otherwise dispose of, or enter into any contract with respect to the direct or indirect sale, assignment, transfer, tender, encumbrance or other disposition of, any such Company Shares or (c) take any other action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect in any material respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actions, or cause or permit any other Person agree to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit to be tendered any Company Shares Beneficially Owned by such Stockholder into or otherwise in connection with any tender or exchange offer, except pursuant to the Offer. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder to any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.

Covenants of Stockholders. 5.1 No Proxies forEach Stockholder covenants and agrees for the benefit of Parent that, Encumbrances on or Disposition of Company Shares.until the Merger Termination Date, he/she will not: (a) During the Support Periodsell, except pursuant to the terms of this Agreement or in connection with the Offer and the Mergertransfer, each Stockholder shall notpledge, without the prior written consent of Parenthypothecate, directly or indirectly, (a) grant any proxies, or enter into any voting trust or other contract, with respect to the voting of any Company Shares Beneficially Owned by such Stockholder with respect to any matter contemplated by Section 2.1 above, (b) sellencumber, assign, transfer, tender, encumber tender or otherwise dispose of, or enter into any contract contract, option or other arrangement or understanding with respect to the direct or indirect sale, transfer, pledge, hypothecation, encumbrance, assignment, transfer, tender, encumbrance tender or other disposition of, any such Company of his Shares or any interest therein; (b) other than as expressly contemplated by this Agreement, grant any powers of attorney or proxies or consents in respect of any of such Stockholder's Shares, deposit any of such Shares into a voting trust, enter into a voting agreement with respect to any of such Shares or otherwise restrict or take any action adversely affecting the ability of such Stockholder freely to exercise all voting rights with respect thereto; or (c) take except as permitted by Section 8.9 of the Merger Agreement, directly, or indirectly through his or her agents and representatives, initiate, solicit or encourage, any other action that would inquiries or the making or implementation of any Alternative Proposal or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to, an Alternative Proposal, or otherwise facilitate any effort or attempt to make any representation or warranty of implement an Alternative Proposal; and such Stockholder contained herein untrue shall (i) immediately cease and cause to be terminated any existing activities, including discussions or incorrect in negotiations with any material parties, conducted heretofore with respect or in any way restrict, limit or interfere in any material respect with the performance of such Stockholder’s obligations hereunder, or seek to do or solicit any of the foregoing actionsand will take the necessary steps to inform his or her agents and representatives of the obligations undertaken in this Section 2(c), and (ii) notify Parent immediately if any such inquiries or proposals are received by, any such information is requested from, or cause any such negotiations or permit any other Person to take any of the foregoing actions. Without limiting the generality of the foregoing, during the Support Period, each Stockholder shall not tender, agree to tender or cause or permit discussions are sought to be tendered any Company Shares Beneficially Owned by such Stockholder into initiated or otherwise in connection with any tender continued with, him or exchange offer, except pursuant to the Offerher. (b) Notwithstanding the foregoing clause (i), each Stockholder may transfer Company Shares held by such Stockholder to any of the other Stockholders party to this Agreement with Parent and Acquisition Sub or to any member of such Stockholder’s immediate family (or to any trust established for the benefit of one or more members of such Stockholder’s immediate family); provided that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement.