Common use of Covenants of the Holder Clause in Contracts

Covenants of the Holder. (a) During the period from the date of this Agreement until the Expiration Date, except in accordance with the provisions of this Agreement, Holder agrees that it will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or (iii) except for actions permitted by Section 5.02 of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired by Holder will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holder. The Holder covenants that this Warrant has ----------------------- not been registered under the Securities Act of 1933, as amended (a) During the period from "Securities Act"), or any other applicable securities law. This Warrant has been purchased for investment only and not with a view to distribution or resale, and may not be sold, pledged, hypothecated or otherwise transferred unless this Warrant or the date Shares represented hereby are registered under the Securities Act, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially the following form will be placed on any certificates or other documents evidencing the Shares to be issued upon any exercise of this Agreement until Warrant: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE OR FOREIGN JURISDICTION, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Further, stop transfer instructions to the Expiration Date, except in accordance with transfer agent of the provisions of this Agreement, Holder agrees that it Shares have been or will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding be placed with respect to the sale, transferShares so as to restrict the resale, pledge, hypothecation, assignment hypothecation or other disposition oftransfer thereof, any Optioned Securities or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into a voting trustsubject to the further items hereof, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or (iii) except for actions permitted by Section 5.02 including the provisions of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined legend set forth in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposalthis paragraph. (b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired by Holder will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holder. The Holder hereby agrees and covenants that: (a) During during the period from between the date of this Agreement until hereof and the Expiration Date, except any shares of capital stock of Box Hill (including, without limitation, Box Hill Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) shall be considered Subject Shares and subject to each of the terms and conditions of this Agreement; and (b) during the period between the date hereof and the Expiration Date, Holder shall not cause or permit any Transfer (as defined below) of any of the Subject Shares to be effected unless each Person to which any of such Subject Shares, or any interest in accordance with any of such Subject Shares, is or may be transferred shall have: (i) executed a counterpart of this Voting Agreement and proxy in the form attached hereto as Exhibit A; and (ii) agreed to hold such Subject Shares (or interest in such Subject Shares) subject to all terms and provisions of this Voting Agreement, Holder agrees that it will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect . A Person shall have been deemed to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into have effected a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or (iii) except for actions permitted by Section 5.02 "Transfer" of the Merger Agreement, initiate, solicit or knowingly encourage, such security if such Person directly or indirectly, (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such security or any inquiries or the making or implementation of any proposal that constitutesinterest in such security, or may reasonably be expected (ii) enters into an agreement or commitment contemplating the grant of an option with respect to lead toor sale, any Acquisition Proposal (as defined in the Merger Agreement) pledge, encumbrance, transfer or enter into discussions or negotiate with any person or entity in furtherance disposition of such inquiries security or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired by Holder will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may beinterest therein. (c) Holder agrees not to engage in any action or omit to take any action which would have during the effect of preventing or disabling Holder from delivering its Optioned Securities to period between the Merger Sub or otherwise performing its obligations under this Agreement. To date hereof and the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common StockExpiration Date, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing shall ensure that (i) none of the purchase of such Optioned Securities upon exercise Subject Shares is deposited in a voting trust; and (ii) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the OptionSubject Shares. (d) immediately after execution of this Voting Agreement, Holder shall instruct Box Hill to cause each certificate of Holder evidencing the Subject Shares to bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE VOTING AGREEMENT DATED APRIL 29, 1999, AS IT MAY BE AMENDED, EXECUTED BY THE REGISTERED HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.

Covenants of the Holder. The Holder hereby agrees and covenants that: (a) During during the period from between the date of this Agreement until hereof and the Expiration Date, except any shares of capital stock of the Company (including, without limitation, the Company Common Stock) that the Holder purchases or with respect to which the Holder otherwise acquires beneficial ownership (including by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like) shall be considered Subject Shares and subject to each of the terms and conditions of this Agreement; and (b) during the period between the date hereof and the Expiration Date, Holder shall not cause or permit any Transfer (as defined below) of any of the Subject Shares to be effected unless each Person to which any of such Subject Shares, or any interest in accordance with any of such Subject Shares, is or may be transferred shall have: (i) executed a counterpart of this Voting Agreement and proxy in the form attached hereto as Exhibit A; and (ii) agreed to hold such Subject Shares (or interest in such Subject Shares) subject to all terms and provisions of this Voting Agreement. A Person shall have been deemed to have effected a "Transfer" of such security if such Person, Holder agrees that it will not: directly or indirectly, (i) sellsells, sell shortpledges, transferencumbers, grants an option with respect to, transfers or disposes of such security or any interest in such security, or (ii) enters into an agreement or commitment contemplating the grant of an option with respect to or sale, pledge, hypothecateencumbrance, assign transfer or otherwise dispose ofdisposition of such security or any interest therein. (c) during the period between the date hereof and the Expiration Date, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to Holder shall ensure that (i) none of the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities; Subject Shares is deposited in a voting trust; and (ii) deposit any Optioned Securities or Voting Securities into a voting trustno proxy is granted, or grant any proxies or enter into a and no voting agreement or similar agreement is entered into, with respect to any Optioned Securities or Voting Securities; orof the Subject Shares. (iiid) except immediately after execution of this Voting Agreement, Holder shall instruct the Company to cause each certificate of Holder evidencing the Subject Shares to bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE VOTING AGREEMENT DATED APRIL 29, 1999, AS IT MAY BE AMENDED, EXECUTED BY THE REGISTERED HOLDER OF THIS CERTIFICATE, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. (e) subject to the consummation of the Merger and effective immediately prior to the Effective Time, to (i) accept, in exchange for actions permitted by such Holder's shares of Company Preferred Stock, the consideration to which such Holder is entitled pursuant to Section 5.02 2.5(c) of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, and (ii) waive such Holder's right to receive any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of amounts for such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares Preferred Stock to which Holder would have otherwise been entitled under Section 2(d)(i) of Company Common Stock (collectively, "Equity Securities") acquired by Holder will become subject to this Agreement Article IV of the Company's Amended and shall, for all purposes Restated Certificate of this Agreement, be considered Optioned Securities or Voting SecuritiesIncorporation, as in effect on the case may bedate hereof. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holder. (a) During the period from term of this Agreement, the Holder shall not (a) cause or permit any Transfer (as defined below) of any of the Covered Stock or any right or interest therein, or (b) enter into any agreement, option, understanding or arrangement with respect to a Transfer of any of the Covered Stock. Except as required by this Agreement, the Holder shall not deposit (or permit the deposit of) any Covered Stock in a voting trust or grant any proxy or power of attorneys or enter into any voting agreement or similar agreement with respect to any of the Covered Stock or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Covered Stock. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Covered Stock if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise) such security, or any interest in such security; or (b) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such shares or any interest therein. Any Transfer or attempted Transfer in violation of this Agreement shall be null and void ab initio. It is hereby clarified that if any involuntary Transfer of any of the Covered Stock shall occur (such as in the case of appointment of a receiver to the Holder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Stock subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. (b) The Holder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company or at any adjournment thereof, in an action by written consent or in any other circumstances upon which the Holder’s vote, consent or other approval is sought in connection with the Purchase Agreement and approval of the Transaction and/or the other transactions contemplated by the Purchase Agreement, to (i) appear at each such meeting or otherwise cause all of its Covered Stock to be counted as present thereat for purpose of establishing a quorum and (ii) vote (or cause to be voted), in person or by proxy, all of the Covered Stock that are then entitled to be voted (a) in favor of the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the Transaction, (b) in favor of any action, proposal, transaction or agreement that is submitted by the Company for a vote of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters of this Section 1 are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against (1) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or the Seller contained in the Purchase Agreement, or of such Holder contained in this Agreement, and (2) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect or prevent the transactions contemplated by the Purchase Agreement or this Agreement. The Holder agrees that the Covered Stock that are entitled to be voted shall be voted (or cause to be voted) as set forth in the preceding sentences. (c) Without limiting the generality of paragraph (b), no later than 10 business days prior to the date of the Stockholders’ Meeting: (i) with respect to any Covered Stock (and any other securities held by the Holder which have a right to vote at such meeting) that are registered in the name of the Holder, the Holder shall deliver or cause to be delivered, in accordance with the instructions set out in the Proxy Statement, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Transaction; and (ii) with respect to any Covered Stock (and any other securities held by the Holder which have a right to vote at such meeting) that are beneficially owned by the Holder but not registered in the name of the Holder, the Holder shall deliver a duly executed voting instruction form to the intermediary through which the Holder holds his or her beneficial interest in the Holder’s Covered Stock, instructing that the Holder’s Covered Stock (which have a right to vote at such meeting) be voted at the Stockholders’ Meeting in favor of the Transaction. Such proxy or proxies shall name those individuals as may be designated by the Company in the Proxy Statement and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser and the Company unless this Agreement is terminated in accordance with Section 4 prior to the exercise of such proxy. (d) The Holder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement. (e) Subject to Section 2, the Holder will immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement until the Expiration Datewith any person (other than Purchaser) by such Holder, except in accordance with the provisions of this Agreementor, Holder agrees that it will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition ofif applicable, any Optioned Securities of its representatives or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into a voting trustagents, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or (iii) except for actions permitted by Section 5.02 of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal transaction that constitutes, or may could reasonably be expected to lead todelay, any Acquisition Proposal (as defined in prevent, impede or frustrate the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance successful completion of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares the Transaction and each of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired the transactions contemplated by Holder will become subject to this Agreement and shall, for all purposes of this the Purchaser Agreement, be considered Optioned Securities whether or Voting Securities, as not initiated by the case may beHolder or any of its representatives or agents. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holder. (a) During the period from the date of this Agreement until the Expiration Date, except in accordance with the provisions of this Agreement, the Holder agrees that it will not, directly or indirectly: (i) sell, sell short, transfer, pledge, hypothecateencumber, assign hypothecate or assign, or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecationhypothecation or assignment, assignment or other disposition (which, for greater certainty, shall exclude the act of the exercise of an option for Target Shares) of, any Optioned Securities Subject Securities, other than pursuant to the obligations of the Holder under the Alcatel Letter Agreement or Voting Securitiesthe Celtic House Letter Agreement or as set out in paragraph (d) below; (ii) enter into any agreement or commitment providing for or contemplating any of the events listed in paragraph (i) above except for the Alcatel Letter Agreement and the Celtic House Letter Agreement; (iii) withdraw or revoke, purport or attempt to withdraw or revoke, or take any actions or steps which would have the effect, by operation of law or otherwise, of withdrawing or revoking, the Proxy at any time prior to the termination of the Proxy in accordance with its terms; (iv) deposit any Optioned Securities or Voting Subject Securities into a voting trust, trust or grant any proxies or enter into a any voting agreement or arrangement with respect to any Optioned Securities or Voting Subject Securities, other than pursuant to this Agreement; or (iiiv) except for actions permitted by Section 5.02 exercise any statutory or other right of dissent or appraisal with respect to the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation Plan of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition ProposalArrangement. (b) Any additional shares During the Term, the Holder agrees to use all reasonable efforts to complete the transactions contemplated by the Arrangement Agreement in accordance with the terms and conditions of Company Common Stocksuch agreement, warrantsand, options or other securities or rights exercisable forwithout limiting the generality of the foregoing, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired agrees to assist Parentco to complete the transactions contemplated by Holder will become subject to this Agreement and shall, for all purposes of this the Arrangement Agreement, be considered Optioned Securities or Voting Securitiesincluding, as without limitation, by co-operating with Parentco, at Parentco's expense, in obtaining all governmental, regulatory and other approvals required to permit Parentco and the case may beTarget to complete the transactions provided for therein. (c) The Holder agrees not will as soon as practicable after the execution hereof or, in the case of any Subject Securities issued hereafter, as soon as practicable after such issuance, cause a legend substantially in the following form to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities be affixed to the Merger Sub or otherwise performing its obligations under certificate(s) representing all of the shares of the Target included in such Subject Securities: "The shares represented by this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder certificate are subject to the Merger Sub without exercisingprovisions of a certain agreement made the 30th day of July, exchanging or converting 2000 between Redback Networks Inc., 610381 B.C. Inc. and 3494365 Canada Inc. and such Optioned Securities for or into Company Common Stockshares are not transferable, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to except in compliance with the closing of the purchase terms and conditions of such Optioned Securities upon exercise agreement."; and will promptly thereafter provide a photocopy of such certificate(s), bearing the Optionforegoing legend, to Parentco.

Covenants of the Holder. During the term of this Agreement, the Holder shall not (a) During cause or permit any Transfer (as defined below) of any of the period from Covered Stock or any right or interest therein, or (b) enter into any agreement, option, understanding or arrangement with respect to a Transfer of any of the Covered Stock. Except as required by this Agreement, the Holder shall not deposit (or permit the deposit of) any Covered Stock in a voting trust or grant any proxy or power of attorneys or enter into any voting agreement or similar agreement with respect to any of the Covered Stock or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Covered Stock. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Covered Stock if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise) such security, or any interest in such security; or (b) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such shares or any interest therein. Any Transfer or attempted Transfer in violation of this Agreement shall be null and void ab initio. It is hereby clarified that if any involuntary Transfer of any of the Covered Stock shall occur (such as in the case of appointment of a receiver to the Holder’s assets as part of bankruptcy proceedings), the transferee (which term, as used herein, shall include the initial transferee and any and all subsequent transferees of the initial transferee) shall take and hold such Covered Stock subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the termination of this Agreement. The Holder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company or at any adjournment thereof, in an action by written consent or in any other circumstances upon which the Holder’s vote, consent or other approval is sought in connection with the Purchase Agreement and approval of the Transaction and/or the other transactions contemplated by the Purchase Agreement, to (i) appear at each such meeting or otherwise cause all of its Covered Stock to be counted as present thereat for purpose of establishing a quorum and (ii) vote (or cause to be voted), in person or by proxy, all of the Covered Stock that are then entitled to be voted (a) in favor of the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the Transaction, (b) in favor of any action, proposal, transaction or agreement that is submitted by the Company for a vote of the stockholders of the Company and would reasonably be expected to facilitate the transactions contemplated by the Purchase Agreement, (c) in favor of any proposal to adjourn or postpone to a later date any meeting of the stockholders of the Company at which any of the foregoing matters of this Section 1 are submitted for consideration and vote of the stockholders of the Company if there are not sufficient votes for approval of any such matters on the date on which the meeting is held, and (d) against (1) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company or the Seller contained in the Purchase Agreement, or of such Holder contained in this Agreement, and (2) any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect or prevent the transactions contemplated by the Purchase Agreement or this Agreement. The Holder agrees that the Covered Stock that are entitled to be voted shall be voted (or cause to be voted) as set forth in the preceding sentences. Without limiting the generality of paragraph (b), no later than 10 business days prior to the date of the Stockholders’ Meeting: (i) with respect to any Covered Stock (and any other securities held by the Holder which have a right to vote at such meeting) that are registered in the name of the Holder, the Holder shall deliver or cause to be delivered, in accordance with the instructions set out in the Proxy Statement, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favor of the Transaction; and (ii) with respect to any Covered Stock (and any other securities held by the Holder which have a right to vote at such meeting) that are beneficially owned by the Holder but not registered in the name of the Holder, the Holder shall deliver a duly executed voting instruction form to the intermediary through which the Holder holds his or her beneficial interest in the Holder’s Covered Stock, instructing that the Holder’s Covered Stock (which have a right to vote at such meeting) be voted at the Stockholders’ Meeting in favor of the Transaction. Such proxy or proxies shall name those individuals as may be designated by the Company in the Proxy Statement and such proxy or proxies or voting instructions shall not be revoked, withdrawn or modified without the prior written consent of the Purchaser and the Company unless this Agreement is terminated in accordance with Section 4 prior to the exercise of such proxy. The Holder hereby revokes any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement. Subject to Section 2, the Holder will immediately cease and cause to be terminated any existing solicitation, encouragement, discussion or negotiation commenced prior to the date of this Agreement until the Expiration Datewith any person (other than Purchaser) by such Holder, except in accordance with the provisions of this Agreementor, Holder agrees that it will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition ofif applicable, any Optioned Securities of its representatives or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into a voting trustagents, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities; or (iii) except for actions permitted by Section 5.02 of the Merger Agreement, initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal transaction that constitutes, or may could reasonably be expected to lead todelay, any Acquisition Proposal (as defined in prevent, impede or frustrate the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance successful completion of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares the Transaction and each of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired the transactions contemplated by Holder will become subject to this Agreement and shall, for all purposes of this the Purchaser Agreement, be considered Optioned Securities whether or Voting Securities, as not initiated by the case may beHolder or any of its representatives or agents. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its obligations under this Agreement. To the extent that any Optioned Securities (other than Company Common Stock) may not be assigned by Holder to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holder. (a) During the period from the date of Each Holder hereby covenants and agrees that until this Agreement until the Expiration Date, except is terminated in accordance with the provisions terms of this AgreementSection 14 below, such Holder agrees that it will not: , and will not agree to (i) except with the prior written consent of Xxxxxxx), directly or indirectly, sell, sell shorttransfer, transferassign, pledge, hypothecate, assign cause to be redeemed or otherwise dispose of, or enter into of any contract, option, hedging arrangement or other arrangement or understanding with respect to of the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities; (ii) deposit any Optioned Securities or Voting Securities into a voting trustShares, or grant any proxies proxy or interest in or with respect to such Shares, or deposit such Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Optioned Securities or Voting Securities; or such Shares except with the prior written consent of Xxxxxxx, which may be withheld in Xxxxxxx'x sole and absolute discretion (iii) except for actions permitted in the case of a gift of Shares if the transferee agrees in writing to be bound by Section 5.02 of the Merger this Agreement, initiatein which case Xxxxxxx shall not withhold its consent). Each Holder further covenants and agrees that until this Agreement is terminated in accordance with the terms of Section 14 below, solicit such Holder will not initiate or knowingly encouragesolicit, directly or indirectly, any inquiries or the making or implementation of any proposal that constituteswith respect to, or may reasonably be expected to lead engage in negotiations concerning, provide any confidential information or data to, or have any discussions with, any person relating to, any Acquisition Proposal (as defined acquisition, merger, business combination or purchase of all or any significant portion of the assets of, or any equity interest in LECG or any subsidiary thereof, except to the extent permitted by Section 6.1 of the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain a Acquisition Proposal, or agree to or endorse any Acquisition Proposal. (b) Any additional shares of Company Common Stock, warrants, options or other securities or rights exercisable for, exchangeable for or convertible into shares of Company Common Stock (collectively, "Equity Securities") acquired by Each Holder will become subject to this Agreement covenants and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling (i) such Holder from delivering its Optioned Securities to the Merger Sub or otherwise performing its such Holder's obligations under this Agreement, (ii) Xxxxxxx from exercising its rights hereunder, or (iii) LECG from performing any of its obligations under the Merger Agreement. To Notwithstanding anything to the extent that contrary contained in this Agreement, the exercise by LECG's board of directors, or any Optioned Securities (other than Company Common StockHolder acting in his capacity as an LECG director, of LECG's rights pursuant to Section 8.1(g) may of the Merger Agreement shall not be assigned by Holder deemed or construed to the Merger Sub without exercising, exchanging or converting such Optioned Securities for or into Company Common Stock, Holder agrees to exercise, exchange or convert such Optioned Securities for or into Company Common Stock prior to the closing be a violation of the purchase of such Optioned Securities upon exercise of the Optionthis Section 4.