Common use of Covenants of the Stockholder Clause in Contracts

Covenants of the Stockholder. The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares that are Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares that are Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub Purchaser or SubPurchaser's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover ProposalProposal , or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares that are Shares. (f) In the event of a Takeover Proposal, the Stockholder shall, as soon as practicable after receipt of a written request from Parent or Purchaser (in the sole discretion of Parent or Purchaser) and Subject Warrantsto the fullest extent permissible under the Restated Certificate of Incorporation of the Company, as amended (the "Restated Certificate of Incorporation"), convert any Nonvoting Shares into Shares pursuant to the terms of Part 4 of the Restated Certificate of Incorporation, and any Nonvoting Shares so converted into Shares shall be treated for all purposes as Shares subject to the terms and restrictions of this Agreement. Notwithstanding the previous sentence, the Stockholder agrees not to convert any of the Nonvoting Shares into Shares without the prior written consent of Parent.

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 5, the Stockholder covenants and agrees with Nipro and the Acquisition Corporation as follows: (a) At any meeting of stockholders As soon as practicable but in no event later than five business days after the commencement of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is soughtOffer, the Stockholder shall vote (will duly tender or cause to be voted) tendered to the Acquisition Corporation all of the Subject Shares. The Stockholder further agrees not to withdraw or caused to be withdrawn any of the Subject Shares in favor prior to the expiration of the MergerOffer, as the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by Offer may be extended from time to time in accordance with the Merger Agreement. (b) At any meeting of stockholders of the Company or at Stockholders Meeting (including any adjournment thereof or postponement thereof) and in any other circumstances upon circumstance in which the Stockholder's Stockholder is entitled to vote, consent or give any other approval is soughtwith respect to the Merger Agreement, the Stockholder shall will vote (or cause to be voted) all of the Subject Shares in favor of the adoption of the Merger Agreement. (c) At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval, the Stockholder will vote (or cause to be voted) all of the Subject Shares against each of the following : (i) any merger action or omission that would result in a breach of any representation, warranty, covenant, agreement or merger (other than obligation of HDI under the Merger Agreement and or of the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or Stockholder under this Agreement; (ii) any Acquisition Proposal, whether or not constituting a Superior Acquisition Proposal; (iii) any amendment to HDI’s certificate of incorporation or bylaws, including any amendment that would authorize any additional shares or classes of shares of capital stock or change in any manner the Company's Articles rights and privileges, including voting rights, of Incorporation any class of HDI’s capital stock; (iv) any material change in the present capitalization or By-laws dividend policy of HDI; (v) any material change in the board of directors or other proposal or transaction involving the Company senior management of HDI or any of its affiliatessubsidiaries; (vi) any material change in HDI’s corporate structure or business activities; or (vii) any other plan, which amendment transaction, proposal, agreement or other proposal or transaction would in any manner arrangement that could reasonably be expected to impede, frustrateinterfere with, prevent discourage, prevent, delay, nullify or nullify the Merger, postpone the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. The Stockholder, solely in his, her or its capacity as a stockholder of HDI, further agrees not to commit or agree to take any action inconsistent with the foregoing agreements. (cd) The Stockholder agrees to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on the applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting and all other meetings of the stockholders of HDI called to vote on any matter contemplated by this Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement. (e) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO NIPRO AND THE ACQUISITION CORPORATION, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT. THE STOCKHOLDER AGREES THAT THIS PROXY IS COUPLED WITH AN INTEREST AND WILL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT. THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REQUESTED BY NIPRO AND THE ACQUISITION CORPORATION TO EFFECTUATE THE INTENT OF THIS PROXY. THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH RESPECT TO THE SUBJECT SHARES AND AGREES NOT TO GRANT ANY PROXY THAT CONFLICTS OR IS INCONSISTENT WITH THE PROXY GRANTED TO NIPRO AND THE ACQUISITION CORPORATION IN THIS AGREEMENT. (f) The Stockholder agrees not to (i) sell, transfer, tender pursuant to a tender offer, pledge, encumber, assign or otherwise dispose ofof or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument or to any beneficiaries of the Stockholder) (collectively, “Transfer”), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, Transfer of any of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer other than pursuant to the Company) to any person other than Sub or Sub's designee or terms of this Agreement, (ii) enter into any voting arrangementarrangement or understanding with respect to the Subject Shares, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (iiiii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead tomake the Stockholder’s representations or warranties contained in this Agreement untrue or inaccurate or could reasonably be expected to have the effect of preventing or disabling the Stockholder from performing any of his, any Takeover Proposalher or its obligations under this Agreement. Notwithstanding anything contained herein to the contrary, or (iiithe restrictions contained in this Section 1(f) enter into any agreement will not apply with respect to or approve or recommend any Takeover ProposalTransfer of Subject Shares by the Stockholder pursuant to applicable laws of descent and distribution; provided that any proposed transferee must agree to take such Subject Shares subject to and to be fully bound by the terms of this Agreement applicable to such Subject Shares by executing a joinder to this Agreement in a form reasonably acceptable to Nipro and Acquisition Corporation and delivering such executed joinder to Nipro and the Acquisition Corporation as soon as practicable after such Transfer. (eg) So long as the Merger Agreement has not been terminated, the The Stockholder shall tender pursuant hereby authorizes and requests HDI and its counsel to the Offer, and not withdraw, notify HDI’s transfer agent that there is a stop transfer order with respect to all of the Subject Shares and that this Agreement places limits on the voting of the Subject WarrantsShare). The Stockholder agrees with, and covenants to, Nipro and the Acquisition Corporation that the Stockholder will not request that HDI register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Subject Shares, unless such Transfer is made in compliance with this Agreement. In the event of a stock dividend or distribution, or any change in the shares of Common Stock by reason of any recapitalization, stock split, combination of shares, exchange of shares or the like, the term “Subject Shares” will be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any shares or other securities into which or for which any or all of the Subject Shares may be changed or exchanged. The Stockholder will be entitled to receive and retain any cash dividend paid by HDI during the term of this Agreement until the Subject Shares are canceled in the Merger. (h) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. The From and after the date hereof through and including the Termination Date, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal Proposal, or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal proposal, transaction or transaction agreement involving the Company or any of its affiliatessubsidiaries, which amendment or other proposal proposal, transaction or transaction agreement would in any manner impede, frustrate, prevent prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement. (c) The Stockholder agrees not to to, directly or indirectly (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition ("Transfer") of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee designee; provided, that nothing contained herein will be deemed to restrict (A) the exercise or conversion of any stock option, (B) the entry by the Stockholder into "hedging" or similar economic transactions with respect to the Subject Shares so long as such "hedging" or similar economic transactions do not restrict or otherwise inhibit the Stockholder's ability to vote the Subject Shares in accordance with the requirements of this Agreement and to otherwise comply with the covenants and agreements of the Stockholder contained herein, or (C) the Transfer of any Subject Shares to any person who agrees to be bound by the terms and conditions of this Agreement pursuant to a written agreement in a form reasonably satisfactory to Parent, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Subject to Section 10, the Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Proposal or proposal to acquire the Subject Shares or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, Proposal or (iii) enter into any agreement with respect proposal to or approve or recommend any Takeover Proposalacquire the Subject Shares. (e) So long as The Stockholder agrees to validly tender all of the Merger Subject Shares within 10 business days following commencement of the Offer pursuant to and in accordance with the terms of the Offer and, provided that this Agreement has not been terminated, the Stockholder shall tender pursuant agrees not to withdraw any Subject Shares so tendered prior to the Offer, and not withdraw, all termination of the Subject Shares and Subject WarrantsOffer.

Covenants of the Stockholder. The Stockholder agrees as follows:: ---------------------------- (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub Purchaser or SubPurchaser's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject WarrantsShares.

Covenants of the Stockholder. The Stockholder Up to and including the ----------------------------- Option Expiration Date, each Stockholder, severally and not jointly, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval 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 the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) other than by operation of law, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover ProposalProposal or (iii) convert the Subject Shares into Common Stock (except as required to effect the transaction contemplated by Section 1 of this Agreement). (d) The Until the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall not, nor shall the Stockholder it permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) The Stockholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares (including any options or warrants to purchase Company Common Stock) to any person other than Parent, Merger Sub or Merger Sub's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Shares or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) Other than pursuant to a fiduciary duty as a director or officer of the Company and as permitted in Sections 7.2 and 9.5 of the Merger Agreement, until the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall not, nor shall the Stockholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Stockholder to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing nonpublic information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes any Acquisition Proposal (as defined in the Merger Agreement) or (ii) participate in 4 5 any discussions or negotiations regarding any Acquisition Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of the Stockholder shall be deemed to be a violation of this Section 4(b) by the Stockholder. (c) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject Stockholder's Shares in favor of the Merger, the approval adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) . At any meeting of stockholders Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Stockholder's Shares against (i) any merger action or agreement that would result in a breach in any material respect of any covenant, representation or merger (warranty or any other than obligation or agreement of the Company under the Merger Agreement and or of the Stockholder hereunder, (ii) any action or agreement that would impede, interfere with, delay, postpone or attempt to discourage the Merger), consolidationincluding, combinationbut not limited to: (A) any Acquisition Proposal, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (iiB) any amendment of the Company's Articles articles of Incorporation organization or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. Agreement or change in any manner the voting rights of any class of the Company's capital stock; (cC) any change in the management or board of directors of the Company; (D) any material change in the present capitalization or dividend policy of the Company; and (E) any other material change in the Company's corporate structure or business (collectively, "Frustrating Transactions"). The Stockholder further agrees not to (i) sell, transfer, pledge, assign commit or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect agree to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or inconsistent with the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposalforegoing. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The Stockholder agrees as follows:: ---------------------------- (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject WarrantsShares.

Covenants of the Stockholder. (a) The Stockholder agrees as follows: to attend the meeting of stockholders of the Parent to be called with respect to the Merger (aincluding any adjournment thereof) in person or by proxy. At any meeting of stockholders of the Company Parent called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares Shares, and any other voting securities of the Parent, owned by Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, in favor of the Merger, the approval adoption by the Parent of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, including, if required, in favor of the issuance of warrants to the Company and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (b) At any meeting of stockholders of the Company Parent or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares Shares, and any other voting securities of the Company, owned by Stockholder whether issued heretofore or hereafter, that such person owns or has the rights to vote, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Parent or any other Takeover Proposal Acquisition Transaction, or (ii) any amendment of the CompanyParent's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company Parent or any of its affiliatessubsidiaries, 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 AgreementAgreement or which could result in any of the conditions to the Parent's obligations under the Merger Agreement not being fulfilled. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover ProposalAcquisition Transaction. (d) The Until the Merger Agreement is terminated and subject to Section 8 hereof, the Stockholder shall not, nor and shall the Stockholder permit use his best efforts to cause any investment banker, attorney or other adviser or representative of the Stockholder not to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal Acquisition Transaction or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover ProposalAcquisition Transaction. (e) So long as To secure the Merger Agreement has not been terminatedStockholder's commitments set forth in this Section 3, the Stockholder constitutes and appoints the Company or its officers and each of them, with full power of substitution, to be his true and lawful proxy and attorney-in-fact from the date hereof until conclusion of the meeting of stockholders of the Parent as provided in this Section 3 (including any adjournment or adjournments thereof) to vote all Subject Shares then beneficially owned by the Stockholder in accordance with this Section 3. This proxy shall tender pursuant be deemed coupled with an interest, and is irrevocable during the term of this Agreement and will survive death, incompetency and disability of the Stockholder. To the extent inconsistent with this Section 3 hereof, the Stockholder hereby revokes any and all previous proxies or written consents with respect to the Offer, and not withdraw, all of the Subject Shares and Subject WarrantsShares.

Covenants of the Stockholder. The Unless and until the occurrence of a public announcement of an Alternative Proposal or a Merger Co. Increase in which case the covenants set forth in this Section 4 shall terminate, the Stockholder agrees as follows: (a) The Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of the Shares to any person other than Merger Co. or Merger Co.'s designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power- of-attorney or otherwise, with respect to the Shares or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall shall, including by initiating a written consent solicitation if requested by Merger Co., vote (or cause to be voted) the Subject Stockholder's Shares in favor of the Merger, the approval adoption by the Company of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) . At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Stockholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Alternative Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Articles of Incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify nullify, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger AgreementAgreement (collectively, "Frustrating Transactions"). (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to vote upon the Merger and the Merger Agreement Company, however called, or at any adjournment thereof or in any other circumstances upon which a votepostponement thereof, consent or other approval to seek the Company Required Vote with respect to the Merger and Agreement, the Merger or any other transactions contemplated by the Merger Agreement is soughtor any other Transaction Document (such other transactions, “Related Transactions”), the Stockholder shall appear at such meeting or otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum and the Stockholder shall vote (or cause to be voted) ), the Subject Shares of the Stockholder in favor of granting the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger AgreementCompany Required Vote. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is soughtpostponement thereof, the Stockholder shall vote (or cause to be voted) ), the Subject Shares against of the Stockholder against, and shall not consent to (and shall cause the Subject Shares of the Stockholder not to be consented to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or Company, (ii) any other Takeover Proposal or and/or (iiiii) any amendment of the Company's Articles Company Certificate of Incorporation or By-laws the Company Bylaws or other proposal or transaction involving the Company or any Subsidiary of its affiliatesthe Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, any provision of the Merger Agreement or any other Transaction Document, the Merger or any Related Transaction or change in any manner the voting rights of any capital stock of the other transactions contemplated by Company (collectively, “Frustrating Transactions”). The Stockholder shall not commit or agree to take any action inconsistent with the Merger Agreementforegoing. (c) The Other than this Agreement, the Stockholder agrees shall not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, “Transfer”), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) shares of Company Common Stock to any person (other than Sub (1) pursuant to the Merger, (2) any pledges of Company Common Stock in favor of the lenders in connection with existing credit agreements underlying Existing Pledges (the “Existing Credit Agreements”) or Sub's designee any amendments to or refinancings thereto (the “Future Credit Agreements” and, together with such Existing Credit Agreements, the “Credit Agreements,” and, such pledges created pursuant to Future Credit Agreements being referred to as “Future Pledges,” and, together with the Existing Pledges, the “Pledges”), provided that the number of shares of Company Common Stock subject to all Pledges shall not at any time exceed the number of shares of Company Common Stock pledged under the Existing Pledges as of the date hereof, or (3) subject to Section 4(c), pursuant to any foreclosures on any Pledges, provided further that this clause (i) shall be construed so as to not violate any covenants or restrictions contained in any Credit Agreements or Pledges that may prohibit Stockholder from agreeing to any restrictions on Transfer that may be more restrictive than existed as of the date of such Credit Agreement, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly with respect to any shares of Company Common Stock and shall not commit or indirectly, with agree to take any Takeover Proposalof the foregoing actions. (d) The Stockholder and the Other Fortress Entities shall not, nor shall any of their respective officers, directors or employees, and the Stockholder shall not authorize or permit any investment banker, attorney or other adviser or representative of the Stockholder to, directly or indirectly, (i) directly or indirectly solicit, initiate initiate, encourage or encourage take any other action to facilitate any inquiries with respect to a potential Takeover Proposal or Frustrating Transaction or the submission ofof any Company Takeover Proposal or Frustrating Transaction, (ii) enter into any agreement with respect to any Takeover Proposal or Frustrating Transaction or (iiiii) directly enter into, continue or indirectly otherwise participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, constitutes or may is reasonably be expected likely to lead to, to any Takeover Proposal, Proposal or (iii) enter into Frustrating Transaction. The Stockholder promptly shall advise Parent orally and in writing of any agreement Takeover Proposal or Frustrating Transaction or inquiry made to the Stockholder with respect to or approve or recommend that is reasonably likely to lead to any Takeover Proposal. (e) So long as the Merger Agreement has not been terminatedProposal or Frustrating Transaction, the Stockholder shall tender pursuant to the Offer, and not withdraw, all identity of the Subject Shares and Subject Warrants.person making any

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the termination of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) sell, transfer, pledge, assign or otherwise dispose of, of (including by gift) or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of (collectively, "Transfer"), or consent to or permit any Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee interest therein or (ii) enter into grant any voting arrangement, whether by proxy, voting agreement power-of-attorney or otherwise, other authorization in connection, directly or indirectly, with respect to the Subject Shares. Nothing in this Agreement shall prevent the conversion of the Subject Shares into other property in accordance with a statutory merger or share exchange or restrict in any Takeover Proposalmanner the Stockholder's right to transfer or alienate such property. (d) The Stockholder acknowledges that it is bound by the provisions of Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, or (iii) enter into any agreement with respect unless and solely to or approve or recommend any Takeover Proposalthe extent expressly permitted under Section 7.1 of the Merger Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer, and not withdrawas soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Subject Shares by physical delivery of the certificates therefor (if such Subject Shares are certificated in the name of Stockholder), and not to withdraw such Subject WarrantsShares, except following a termination of the Offer pursuant to its terms. If such Subject Shares are currently held in the name of a broker or other nominee, Stockholder shall instruct the broker or nominee to deliver the securities by a book-entry transfer or other customary electronic means for delivery of securities in connection with a tender offer. Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments, arrangements and understandings under this Agreement. (f) Grant of Irrevocable Proxy;

Covenants of the Stockholder. The Stockholder covenants and agrees as follows: (a) At the Valeant Stockholder Meeting or any other meeting of the stockholders of the Company Valeant called to vote upon seek the Merger and the Merger Agreement or at any adjournment thereof Valeant Stockholders Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and Agreement or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder in favor of granting the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger AgreementValeant Stockholder Approval. (b) At any meeting of stockholders of the Company Valeant or at any adjournment thereof or in any other circumstances upon which the Stockholder's ’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares of the Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or Valeant, (ii) any other Valeant Takeover Proposal or and (iiiii) any amendment of the Company's Articles of Incorporation Valeant Charter or the Valeant By-laws or other proposal or transaction involving the Company Valeant or any of its affiliatesSubsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, any provision of the Merger Agreement or any of the other transactions contemplated by the Merger Agreementor change in any manner the voting rights of any class of Valeant Capital Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Other than this Agreement, the Stockholder agrees shall not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, “Transfer”), or enter into any contractContract, option option, derivative, hedging or other agreement or arrangement (including any profit profit- or loss-sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the any Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee pursuant to the Merger, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly with respect to any Subject Shares and shall not commit or indirectly, with agree to take any Takeover Proposalof the foregoing actions. (d) The Subject to Section 8 below, the Stockholder shall not, nor shall the Stockholder it authorize or permit any investment banker, attorney or other adviser or representative Representative of the Stockholder to, to (i) directly or indirectly solicit, initiate initiate, knowingly encourage, induce or encourage the submission of, facilitate any Valeant Takeover Proposal or any inquiry or proposal that may reasonably be expected to lead to a Valeant Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations with any Person regarding, or furnish to any person Person any information with respect to, or take cooperate in any other action way with any Person (whether or not a Person making a Valeant Takeover Proposal) with respect to facilitate any inquiries Valeant Takeover Proposal or the making of any inquiry or proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any a Valeant Takeover Proposal. (e) So long as The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger. (f) The Stockholder hereby consents to and approves the actions taken by the Valeant Board in approving the Merger Agreement has not been terminated, the Agreement. The Stockholder shall tender pursuant to the Offerhereby waives, and agrees not withdrawto exercise or assent to, all of any appraisal rights under Section 262 in connection with the Subject Shares and Subject WarrantsMerger.

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the termination of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) sell, transfer, pledge, assign or otherwise dispose of, of (including by gift) or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of (collectively, "Transfer"), or consent to or permit -------- any Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee interest therein or (ii) enter into grant any voting arrangement, whether by proxy, voting agreement power-of-attorney or otherwise, other authorization in connection, directly or indirectly, with respect to the Subject Shares. Nothing in this Agreement shall prevent the conversion of the Subject Shares into other property in accordance with a statutory merger or share exchange or restrict in any Takeover Proposalmanner the Stockholder's right to transfer or alienate such property. (d) The Stockholder acknowledges that it is bound by the provisions of Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, or (iii) enter into any agreement with respect unless and solely to or approve or recommend any Takeover Proposalthe extent expressly permitted under Section 7.1 of the Merger Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer, and not withdrawas soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Subject Shares by physical delivery of the certificates therefor (if such Subject Shares are certificated in the name of Stockholder), and not to withdraw such Subject WarrantsShares, except following a termination of the Offer pursuant to its terms. If such Subject Shares are currently held in the name of a broker or other nominee, Stockholder shall instruct the broker or nominee to deliver the securities by a book-entry transfer or other customary electronic means for delivery of securities in connection with a tender offer. Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments, arrangements and understandings under this Agreement. (f) Grant of Irrevocable Proxy;

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the date of termination of this Agreement pursuant to Section 7, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject WarrantsShares.

Covenants of the Stockholder. The Up to and including the Option Expiration Date, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover ProposalProposal or (iii) convert the Subject Shares which are Owned Class B Shares into Common Stock (except as required to effect the transaction contemplated by Section 1 of this Agreement). (d) The Until the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall not, nor shall the Stockholder he permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder (i) shall not sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Owned Common Shares to any person other than Sub or Sub's designee and (ii) shall tender pursuant to the Offer, and not withdraw, all Owned Common Shares which are not Subject Shares; provided, however, that the Stockholder may transfer to a Permitted Transferee (as defined in the Amended and Restated Articles of Incorporation of the Company) Owned Class B Shares that do not constitute Subject Shares if such Permitted Transferee agrees in writing (x) to perform the obligations of the Stockholder under Section 1(d) hereof with respect to such transferred Owned Class B Shares (as though no such transfer had occurred) and Subject Warrants(y) so long as the Merger Agreement has not been terminated, to not convert such transferred Owned Class B Shares into Common Stock and to not otherwise take any of the actions referred to in clause (i), it being understood and agreed that any breach of the foregoing by such Permitted Transferee shall constitute a breach by the Stockholder of this Agreement.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub Purchaser or SubPurchaser's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrantsat the request of Purchaser if the Stockholder's tender is required to enable Purchaser to (i) satisfy the Minimum Condition under the Merger Agreement or (ii) acquire 90 percent of the outstanding Shares.

Covenants of the Stockholder. The Stockholder hereby covenants and agrees as follows: (a) At any meeting During the Transaction Voting Period, the Stockholder will: (i) attend and participate in, either in person or by proxy (and cause all of its Subject Shares to be counted as present at), all meetings of the stockholders of the Company called to vote upon in connection with the Merger and Investment Transactions, the Merger Agreement Investment Documents (including the Purchase Agreement) and/or any other transactions contemplated thereby (including any postponements or adjournments thereof, a Transaction Meeting), and, at any adjournment thereof Transaction Meeting, or in any other circumstances upon which a vote, consent or other approval of the stockholders of the Company with respect to any of the Merger and foregoing is sought without a Transaction Meeting having been called (including, without limitation, pursuant to Section 228 of the Merger Agreement is soughtDGCL), the Stockholder shall vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be voted) the Subject Shares in favor of the Mergerexecuted and delivered), for the approval of the Merger Agreement Investment Transactions and the approval of the terms thereof and each of the any other transactions contemplated by the Merger Investment Documents (including the Purchase Agreement) and any other matters relating thereto presented for approval of the stockholders of the Company; and (ii) vote its Subject Shares at any such Transaction Meeting (or provide a written consent in any other circumstances upon which a vote, consent or other approval of the stockholders of the Company with respect thereto is sought without a Transaction Meeting having been called), or cause its Subject Shares to be voted (or cause a written consent to be executed and delivered), against the approval of (A) any action set forth in Section 5.2(b) of the Purchase Agreement for which the written consent of Ipsen has not been obtained, (B) or any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the Investment Transactions or any other transactions contemplated by the Investment Documents and (C) except as otherwise contemplated by the Investment Documents, change the voting rights of any class of capital stock of the Company. (b) At any meeting During the Governance Voting Period, the Stockholder will attend and participate in, either in person or by proxy (and cause all of its Subject Shares to be counted as present at), all meetings of the stockholders of the Company called (i) at which members of the Company’s board of directors (the Board) are elected or any other matters relating to the size or composition of the Board are proposed (including any postponements or adjournments thereof, a Director Meeting), and, at any adjournment thereof Director Meeting, or in any other circumstances upon which the Stockholder's a vote, consent or other approval of the stockholders of the Company with respect to any of the foregoing is soughtsought without a Director Meeting having been called (including, without limitation, pursuant to Section 228 of the Stockholder shall DGCL), vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be votedexecuted and delivered): (A) in favor of each Investor Director that Investor is then entitled to designate to the Subject Shares Board pursuant to Section 2.4 of the Affiliation Agreement and, insofar as any necessary to cause any such Investor Director to be elected to the Board, withhold its vote for all other individuals nominated for election to the Board, (B) in favor of the number of authorized directors on the Board to be set and remain at nine, and against (i) any merger agreement or merger (other than change in the Merger Agreement number of authorized directors on the Board from nine, except as agreed between Ipsen and the Merger)Company, consolidation, combination, sale and (C) against any proposal to remove any Investor Director from the Board that Investor is then entitled to designate to the Board pursuant to Section 2.4 of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or Affiliation Agreement; and (ii) in connection with the Investment Transactions, the Investment Documents (including the Purchase Agreement) and/or any amendment other transactions contemplated thereby (including any postponements or adjournments thereof, a Subsequent Transaction Meeting), and, at any Subsequent Transaction Meeting, or in any other circumstances upon which a vote, consent or other approval of the Company's Articles stockholders of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or with respect to any of the other foregoing is sought without a Subsequent Transaction Meeting having been called (including, without limitation, pursuant to Section 228 of the DGCL), vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be executed and delivered), (A) for the approval of any transactions contemplated by the Merger Investment Documents (including the Purchase Agreement) and any other matters relating thereto presented for approval of the stockholders of the Company, and (B) against the approval of any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the transactions contemplated by the Investment Documents; provided, however, that nothing in this Section 3(b)(ii) shall obligate the Stockholder with respect to any matter set forth in Section 2.7 of the Affiliation Agreement. (c) The Stockholder agrees not hereby irrevocably grants to, and appoints Claire Giraut or ▇▇▇▇▇ ▇▇▇▇▇▇ in either of their respective capacities as officers and/or directors of Investor, and any individual who shall hereafter succeed to either such individual (i) sellindividually, transferan Authorized Party and, pledgecollectively, assign or otherwise dispose ofthe Authorized Parties), and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or enter into any contract, option execute one or other arrangement (including any profit sharing arrangement) with more written consents or approvals in respect to the sale, transfer, pledge, assignment or other disposition of, of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to in accordance with the Companyagreements set forth in Sections 3(a) to any person other than Sub or Sub's designee or (iiand 3(b) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposalabove. (d) The Stockholder shall nothereby confirms that the irrevocable proxy set forth in Section 3(c) is given in connection with the execution of the Purchase Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked during the Transaction Voting Period or the Governance Voting Period. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (e) Until the consummation of the First Closing, nor shall the Stockholder will not: (i) sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any investment bankerof the Subject Shares (except as Ipsen may otherwise consent in writing, attorney in ▇▇▇▇▇’▇ sole discretion); (ii) grant any proxy, deposit any Subject Shares in a voting trust or other adviser enter into a voting agreement, power of attorney, voting trust or representative similar Contract with respect to the Subject Shares (except for this Agreement); or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from the strict compliance in performance with any of its covenants and other obligations hereunder. Notwithstanding the foregoing, if the First Closing has not occurred by October 15, 2006, then this Section 3(e) shall not prohibit a transfer of the Subject Shares held by Stockholder: (i) if Stockholder is an individual: (A) up to 10% of the Subject Shares held by Stockholder to any member of Stockholder’s immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder’s immediate family; or (B) upon the death of Stockholder; or (ii) if Stockholder is a partnership or limited liability company, to one or more current or former partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a transfer referred to in part (i) or (ii) of 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 Ipsen, to be bound by all of the terms of this Agreement (including without limitation the irrevocable proxy contained herein). (f) Until the consummation of the First Closing, the Stockholder will not and will use its commercially reasonable efforts to cause its Affiliates or any of its or their directors, officers, employees, agents or representatives not to, (i) directly negotiate, authorize, recommend, enter into or indirectly solicitpropose to enter into, initiate with any person other than Investor or encourage the submission ofpersons designated by Investor, any Takeover Proposal or Competing Transaction, (ii) directly or indirectly participate continue to engage in any pending discussions or negotiations regarding, or furnish to with any person third party concerning any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.previously proposed Competing Transaction,

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 6, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger Debenture and Note Purchase Agreement, as the same may be amended, and the Merger Agreement transactions contemplated by the Debenture and Note Purchase Agreement, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Debenture and Note Purchase Agreement and the Merger Agreement transactions contemplated thereby is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Debenture and Note Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Debenture and Note Purchase Agreement. (b) At any meeting of stockholders of the Company or at any other adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale of or substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other takeover proposal, as such term is defined in the Debenture and Note Purchase Agreement (a "Takeover Proposal Proposal") or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or By-laws bylaws or other proposal (including with respect to the election of directors) or transaction involving the Company or any of its affiliatessubsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Debenture and Note Purchase Agreement or any of the other transactions contemplated by the Merger Debenture and Note Purchase Agreement. Subject to Section 8, the Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except with respect to the 50,000 shares of the Subject Shares pledged by the Stockholder to Bear Stea▇▇▇, ▇▇e Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionconnection with, directly or indirectly, with any Takeover Proposal. Notwithstanding the foregoing, the Stockholder shall have the right, for estate planning purposes, to Transfer Subject Shares to a transferee following the due execution and delivery to Investors by each transferee of a counterpart to this Agreement. (d) The Subject to the terms of Section 8 hereof, during the term of this Agreement, the Stockholder shall not, in his capacity as an individual stockholder of the Company with respect to the Subject Shares, nor shall the Stockholder it permit any investment banker, attorney or other adviser or representative of the Stockholder in his capacity as an individual stockholder of the Company with respect to the Subject Shares to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement except to the extent such actions are in his capacity as a director of the Company in connection with respect actions permitted to or approve or recommend any Takeover Proposalthe Company under Section 6.2 of the Debenture and Note Purchase Agreement. (e) So long as Until after the Merger closing contemplated by the Debenture and Note Purchase Agreement has not been is consummated or the Debenture and Note Purchase Agreement is terminated, the Stockholder shall tender pursuant use all reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with the Company and Investors in doing, all of things necessary, proper or advisable to consummate and make effective, in the Subject Shares most expeditious manner practicable, the transactions contemplated by the Debenture and Subject WarrantsNote Purchase Agreement.

Covenants of the Stockholder. The Stockholder Until the termination of this Agreement in accordance with Section 4, the Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval and adoption of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's ’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles ’s certificate of Incorporation incorporation or By-laws bylaws or other proposal or transaction involving the Company or any of its affiliatesSubsidiaries, 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 AgreementAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(c) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked. (d) Except as provided in Sections 3(a) and 3(c), the Stockholder agrees not to to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (collectively, a “Transfer”) or enter into any contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to the saleto, transferor consent to, pledge, assignment or other disposition a Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposalof the Subject Shares, in each case that is inconsistent with this Agreement. (e) So long as At the Merger Agreement has not been terminatedrequest of Parent, the Stockholder shall tender pursuant use all commercially reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with Parent in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Subject Shares and Subject Warrantsthis Agreement.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) The Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of law), pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities to any person other than Parent or Parent’s designee; provided, that, in the event that the Stockholder is a party, as of the date hereof, to a written plan for trading the Securities in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), the Stockholder may sell pursuant to such 10b5-1 Plan up to that number of Securities as permitted to be sold under such 10b5-1 Plan; provided, that, after the date hereof, the Stockholder shall not amend such 10b5-1 Plan to increase the number of Securities eligible for sale under such 10b5-1 Plan, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect. (b) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment adjournment, postponement or recess thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement is soughtAgreement, the Stockholder shall vote (or cause to be voted) all of the Subject Shares Securities: (i) in favor of the Merger, the approval adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by this Agreement or the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or ; (ii) against any amendment inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to the Company and (iii) against any action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company's Articles of Incorporation ’s, Merger Sub One’s or By-laws or other proposal or transaction involving the Company or any of its affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, Merger Sub Two’s conditions under the Merger Agreement or change in any manner the voting rights of any security of the other transactions contemplated Company (including by any amendments to the Merger AgreementCompany’s charter or bylaws). (c) The Stockholder agrees not shall use commercially reasonable efforts to (i) sell, transfer, pledge, assign or otherwise dispose oftake, or enter into any contractcause to be taken, option all reasonable actions, and to do, or other arrangement (including any profit sharing arrangement) with respect cause to be done, all things reasonably necessary to fulfill the saleStockholder’s obligations under this agreement, transferincluding, pledgewithout limitation, assignment or other disposition ofattending, if applicable, the Subject Shares Company Stockholder Meeting or Subject Warrants any adjournment, postponement or recess thereof (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) executing valid and effective proxies to any person other than Sub attending participant of a Company Stockholder Meeting in lieu of attending such Company Stockholder Meeting or Sub's designee any adjournment, postponement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposalrecess thereof). (d) The Stockholder shall not, nor shall the Stockholder permit not exercise any investment banker, attorney or other adviser or representative rights (including under Section 262 of the Stockholder to, (iDelaware General Corporation Law) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making demand appraisal of any proposal Shares that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement arise with respect to or approve or recommend any Takeover Proposalthe Merger. (e) So long as The Stockholder authorizes and agrees to permit Parent and Merger Sub to publish and disclose in the Merger Joint Proxy Statement/Prospectus and any related filings under the securities laws of the United States or any state thereof the Stockholder’s identity and ownership of Securities and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement has not been terminated, and any other information required by applicable Law. None of the information relating to the Stockholder shall tender pursuant provided by or on behalf of the Stockholder in writing for inclusion in the Joint Proxy Statement/Prospectus will, at the respective times that the Joint Proxy Statement/Prospectus is filed with the SEC or is first mailed to the Offer, and not withdraw, all holders of the Subject Shares and Subject WarrantsCompany Common Stock, contain any untrue statement of material fact or omit to state any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Covenants of the Stockholder. The Until such time as this ----------------------------- Agreement is terminated pursuant to Section 5 hereof, the Stockholder covenants and agrees as follows: (a1) At any meeting of the stockholders of the Company called to vote upon seek the Merger and the Merger Agreement or at any adjournment thereof Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting of stockholders) with respect to the Merger and Agreement, any other Transaction Agreement, the Merger Agreement or any other Transaction is sought, the Stockholder shall shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject Shares in favor of granting the MergerCompany Stockholder Approval. (2) The Stockholder hereby grants to and appoints Parent, and the President of Parent and the Treasurer of Parent, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and any other designee of Parent, each of them individually, the approval Stockholder's proxy and attorney-in-fact (with full power of substitution) to vote or act by written consent with respect to the Merger Agreement Subject Shares in accordance with this Section 3. This proxy is coupled with an interest and shall be irrevocable during the term of this Agreement, and the approval Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to the terms thereof and each of the other transactions contemplated by the Merger AgreementSubject Shares. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (ii) any Company or any other Takeover Proposal or and (iiiii) any amendment of the Company's Articles of Incorporation Company Charter or the Company By-laws or other proposal or transaction trans action involving the Company or any of its affiliatesCompany Subsidiary, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, any provi sion of the Merger Agreement or any of the other transactions contemplated by Transaction Agreement, the Merger Agreementor any other Transaction or change in any manner the voting rights of any class of Company Capital Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) In order to induce Parent and Sub to enter into the Merger Agreement, the Stockholder shall validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, in a timely manner for acceptance by Sub in the Offer, the Subject Shares; provided that there has been no modification or amendment to the terms of the Offer which would require the consent of the Company pursuant to Section 1.01 of the Merger Agreement as in effect on the date hereof, including, without limitation, any waiver or reduction of the Minimum Tender Condition which would require the consent of the Company pursuant to such Section 1.01. The Stockholder acknowledges and agrees that Parent's and Sub's obligation to accept for payment and pay for the Company Common Stock in the Offer, including the Subject Shares, is subject to the terms and conditions of the Offer. (d) The Stockholder shall permit Parent and Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership or other rights with respect to the Company Common Stock and the nature of its commitments, arrangements and under standings under this Agreement. (e) Except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) selltransfer (which term shall include, transferwithout limitation, pledgeany sale, assign gift, pledge or otherwise dispose other disposition), or consent to any transfer of, any or all of the Subject Shares or any interest therein, (ii) enter into any contract, option or other arrangement agreement or understanding with respect to any transfer of any or all of the Subject Shares or any interest therein, (including iii) grant any profit sharing arrangement) proxy, power-of-attorney or other authorization in or with respect to the saleSubject Shares, transfer, pledge, assignment (iv) deposit the Subject Shares into a voting trust or other disposition of, enter into a voting agreement or arrangement with respect to the Subject Shares or Subject Warrants (v) take any other action that would in any way restrict, limit or any option interfere with the performance of its obligations hereunder or warrant to purchase Shares the transactions contemplated hereby or Warrants, except for any sale or transfer to by the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover ProposalMerger Agreement. (df) The Stockholder shall not, nor shall the Stockholder it authorize or permit any officer, director, partner, affiliate or employee of, or any investment banker, attorney or other adviser advisor or representative of of, the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal, (ii) enter into any agreement with respect to any Company Takeover Proposal or (iiiii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. If the Company is engaged in discussions or negotiations with, or (iiihas furnished information to, a person making a Company Superior Proposal as permitted by Section 5.02(a) enter into of the Merger Agreement, the foregoing provisions of this Section 3(f) shall not prohibit or restrict the Stockholder or any of its officers, directors, partners, affiliates or employees, or investment bankers, attorneys or other advisors or representatives, from participating in discussions or negotiations regarding, or furnishing any person any information with respect to, a Company Superior Proposal or any agreement (an "Alternative Stockholder Agreement") --------------------------------- regarding the voting or disposition of the Subject Shares proposed or requested by the person making such Company Superior Proposal to be entered into in connection with such Company Superior Proposal, during such time as the Company is permitted to furnish information and participate in discussions or negotiations regarding such Company Superior Proposal in accordance with Section 5.02(a) of the Merger Agreement; provided, however, that the Stockholder shall -------- ------- promptly advise Parent orally and in writing of the material terms of any Alternative Stockholder Agreement being proposed or requested by the Person making such Company Superior Proposal; and provided further that any information -------- ------- relating to the Company furnished pursuant to this sentence shall be subject to a customary confidentiality agreement if such an agreement would be required under Section 5.02(a) of the Merger Agreement. The Stockholder promptly shall advise Parent orally and in writing of any Company Takeover Proposal or any inquiry or request for information made to the Stockholder with respect to or approve that could reasonably be expected to lead to any Company Takeover Proposal and the identity of the person making any such Company Takeover Proposal or recommend inquiry or request for information and the material terms of any such Company Takeover ProposalProposal or inquiry or request for information. (eg) So long as the Merger Agreement has not been terminated, the The Stockholder shall tender pursuant not issue any press release or make any other public statement with respect to the Offer, the Merger and not withdrawthe other Transactions without the prior consent of Parent, except as may be required by applicable law. (h) The Stockholder shall use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other Transactions. (i) The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Transaction Agreements, the Merger and the other Trans actions. The Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the Subject Shares DGCL in connection with the Merger. (j) Notwithstanding anything in this Agreement to the contrary, the covenants and Subject Warrantsagreements set forth herein shall not prevent (i) any of the Stockholder's designees, partners or affiliates serving on the Company's Board of Directors from taking any action, subject to applicable provisions of the Merger Agreement, while acting in such capacity as a director of the Company, or (ii) the Stockholder entering into an Alternative Stockholder Agreement in connection with a Company Superior Proposal at such time as the Company enters into a Company Acquisition Agreement with respect to such Company Superior Proposal in accordance with Section 5.02(b) of the Merger Agreement.

Covenants of the Stockholder. The Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to vote upon the Merger Company, and the Merger Agreement or at any adjournment thereof or postponement thereof, called to seek the Company Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, the Stockholder shall shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted) ), in person or by proxy, the Subject Shares in favor of (i) granting the Merger, the approval Company Stockholder Approval and (ii) any proposal to adjourn any meeting of the Merger Agreement and the approval stockholders of the terms thereof and each of the other transactions contemplated by the Merger AgreementCompany which Parent supports. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's ’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation or liquidation, winding up or other extraordinary transaction of or by the Company or any other Takeover Proposal or Company, (ii) any Alternative Proposal (other than a Superior Proposal) and (iii) any amendment of the Company's Articles ’s certificate of Incorporation incorporation or Bythe Company’s by-laws or other proposal or transaction involving the Company or any Subsidiary of its affiliatesthe Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, any provision of the Merger Agreement or any of the other transactions agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of Company Capital Stock. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder agrees hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares in a manner consistent with this Section 4. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of Sections 4(a) and 4(b). (d) Other than as expressly permitted by this Agreement, the Stockholder shall not to (i) sell, transfer, pledge, tender, assign or otherwise dispose ofof (including by gift) (collectively, “Transfer”), or enter into any contract, option option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the any Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee pursuant to the Merger, (ii) convert any of the shares of Company Convertible Preferred Stock in accordance with the terms thereof or (iiiii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly with respect to any Subject Shares and shall not commit or indirectly, with agree to take any Takeover Proposalof the foregoing actions. (de) The Stockholder shall not, nor shall the Stockholder it authorize or permit any investment bankershareholder, attorney affiliate or other adviser limited or representative general partner of the Stockholder or any of their respective Representatives to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission ofor facilitate any Alternative Proposal, any Takeover Proposal or (ii) directly enter into any agreement or indirectly agreement in principle with respect to an Alternative Proposal or enter into any agreement requiring the Company to abandon, terminate or fail to consummate the Merger or breach its obligations under Section 4.3 of the Merger Agreement or (iii) engage in, participate in or continue in any way any negotiations or discussions or negotiations regarding, or furnish or disclose to any person third party any information with respect to, or take any other action to facilitate Alternative Proposal. The Stockholder shall promptly, and in any inquiries or event within forty-eight (48) hours, advise Parent orally and in writing of the making receipt of any proposal Alternative Proposal or any inquiry that constitutes, or may would reasonably be expected to lead to, to any Takeover Alternative Proposal, the identity of the person making any such Alternative Proposal and a copy of such Alternative Proposal (or, where no such copy is available, a written description of the principal terms and conditions thereof). (f) The Stockholder shall use its reasonable best efforts to take, or (iii) enter into cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall not issue any agreement press release or make any other public statement with respect to the Merger or approve or recommend any Takeover Proposalother transaction contemplated by the Merger Agreement without the prior consent of Parent, except as may be required by Law. (eg) So long as The Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement has not been terminatedAgreement, the Merger and the other transactions contemplated by the Merger Agreement. The Stockholder shall tender pursuant to the Offerhereby waives, and agrees not withdrawto exercise or assent, all any appraisal rights under Section 262 of the Subject Shares and Subject WarrantsDGCL in connection with the Merger.

Covenants of the Stockholder. The Stockholder covenants and agrees as followsfor the benefit of Parent that, until the Expiration Date, such Stockholder will: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement not, directly or at any adjournment thereof or in any other circumstances upon which a voteindirectly, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment hypothecation, encumbrance, assignment, tender or other disposition of, any of the Subject Shares beneficially owned by the Stockholder or Subject Warrants any interest therein, provided that this restriction shall not apply to any sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or disposition (or any option contract, option, arrangement or warrant to purchase Shares or Warrants, except for any sale or transfer to the Companyunderstanding with respect thereto) to any person other than Sub who agrees to be bound by the terms of this Agreement; (b) not grant any powers of attorney or Sub's designee proxies or (ii) consents in respect of any of the Shares beneficially owned by the Stockholder, deposit any of such Shares into a voting trust, enter into any voting arrangement, whether by proxy, a voting agreement with respect to any of such Shares or otherwiseotherwise restrict the ability of the holder of any of the Shares beneficially owned by the Stockholder freely to exercise all voting rights with respect thereto; (c) not, in connectionand shall direct and cause the Stockholder's agents not to: (i) initiate, solicit or seek, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutesor offer (including, without limitation, any proposal or offer to the Company's stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution or similar transaction involving, or may reasonably be expected to lead toany purchase of all or any substantial portion of the assets or any equity securities of, the Company (an "Acquisition Proposal"); (ii) engage in any Takeover negotiations concerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any person relating to an Acquisition Proposal; or (iii) enter into otherwise cooperate in any agreement effort or attempt to make, implement or accept an Acquisition Proposal; (d) shall notify Parent immediately if any inquiries, proposals or offers related to an Acquisition Proposal are received by, any confidential information or data in connection with an Acquisition Proposal is requested from, or any negotiations or discussions related to an Acquisition Proposal are sought to be initiated or continued with, the Stockholder, and shall immediately cease and terminate any existing activities, including discussions or negotiations with any parties, conducted heretofore with respect to or approve or recommend any Takeover Proposalof the foregoing and will take the necessary reasonable steps to inform his agents of the obligations undertaken in Section 2(c) above and this Section 2(d). (e) So long as the Merger Agreement has not been terminatedtake, the Stockholder shall tender pursuant or cause to the Offerbe taken, all action, and not withdrawdo, or cause to be done, all of reasonable things necessary or advisable in order to consummate and make effective the Subject Shares and Subject Warrantstransactions contemplated by this Agreement.

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 7, the Stockholder severally and not jointly agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval 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.. Any vote cast in accordance with this Section 3(a) or in accordance (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than Acquisition Proposal as such term is defined in Section 6.8(a) of the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatesCompany, which amendment or other proposal or transaction would in any manner be reasonably likely to impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger AgreementAgreement or change in any manner the voting rights of the Common Stock. The Stockholder further agrees not to enter into any agreement inconsistent with the foregoing. (c) The Stockholder agrees not shall not, prior to the earliest of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms, (x) sell, transfer, give, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, 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 sale, transfer, pledge, assignment or other disposition Transfer of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub pursuant to the terms of the Offer or Sub's designee the Merger or (iiy) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionconnection with, directly or indirectly, with any Takeover ProposalAcquisition Proposal and agrees not to commit or agree to take any of the foregoing actions. (d) The Subject to the terms of Section 9, during the term of this Agreement, the Stockholder shall not, nor shall the Stockholder it permit any investment banker, financial advisor, attorney or accountant retained by, or other adviser advisor or representative of of, the Stockholder to, directly or indirectly (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect toincluding by way of furnishing non-public information), or take any other action to facilitate facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal or (ii) participate in any Takeover discussions or negotiations regarding an Acquisition Proposal, or (iiiprovided, that it is understood that this Section 3(d) enter into any agreement with respect will not be deemed to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not have been terminatedviolated if in response to an unsolicited inquiry, the Stockholder shall tender pursuant to the Offer, states that he and not withdraw, all of the Subject Shares and Subject Warrants.are subject to the provisions of this Agreement. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence

Covenants of the Stockholder. The From and after the date hereof through and including the date of termination of this Agreement pursuant to Section 7, the Stockholder agrees that so long as followsthe Merger Agreement has not been terminated: (a) The Stockholder shall validly tender (or cause the record owner of such shares to validly tender) pursuant to and in accordance with the terms of the Offer, and not withdraw, not later than the tenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Common Stock set forth opposite the Stockholder's name on the signature page hereof (the "Existing Shares," and together with any shares of Common Stock acquired by the Stockholder in any capacity after the date hereof and prior to the termination of this Agreement by means of purchase, dividend, distribution, recapitalization, exercise of options or other rights to acquire Common Stock or in any other way, the "Securities"), all of which are Beneficially Owned by the Stockholder. The Stockholder acknowledges and agrees that Parent's and Sub's obligation to accept for payment and pay for the Securities in the Offer, including the Securities Beneficially Owned by the Stockholder, is subject to the terms and conditions of the Offer. The Stockholder authorizes Parent and Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Company Proxy Statement (including all documents and schedules filed with the SEC) its identity and ownership of the Securities and the nature of its commitments, arrangements and understandings under this Agreement. (b) At any meeting of stockholders of the Company called to vote upon the Merger and or the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and or the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) all Securities then held of record or Beneficially Owned by the Subject Shares Stockholder in favor of (i) the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger AgreementAgreement and (ii) any other matter that could reasonably be expected to facilitate the Merger. (bc) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) all Securities then held of record or Beneficially Owned by the Subject Shares Stockholder against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal proposal, transaction, action or transaction agreement involving the Company or any of its affiliatessubsidiaries (including, without limitation, any change in the majority of the members of the Board of Directors of the Company or any material change in the Company's capital or corporate structure or business), which amendment or other proposal proposal, transaction, action or transaction agreement would in any manner (A) impede, frustrate, prevent or nullify the Merger, this Agreement or the Merger Agreement or any of the other transactions contemplated by hereby or thereby, (B) result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger AgreementAgreement or (C) result in any of the conditions set forth in Exhibit A of the Merger Agreement or set forth in Article VII of the Merger Agreement not being fulfilled. (cd) The Stockholder agrees not to (i) sell, transfer, gift, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, gift, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (Securities or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) interest therein to any person other than Sub or Sub's designee or designee, (ii) grant any proxy, power-of-attorney or other authorization in or with respect to the Securities, (iii) deposit the Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwiseotherwise with respect to the Securities or (iv) take any other action that would in any way restrict, in connection, directly limit or indirectly, interfere with any Takeover Proposalthe performance of the Stockholder's obligations hereunder or the transactions contemplated by this Agreement or the Merger Agreement. (de) The Stockholder shall not, nor shall the Stockholder permit any of its Affiliates, representatives or agents, including, without limitation, any investment banker, attorney or other adviser or representative of the Stockholder toand, if the Stockholder is a corporation, partnership, trust or other entity, any officer, director, partner, trustee, beneficiary or employee of the Stockholder, to (i) directly or indirectly solicit, initiate initiate, encourage or encourage facilitate the submission making of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, constitutes or may reasonably be expected to lead to, any Takeover ProposalProposal or (ii) participate in any way in discussions or negotiations regarding, or (iii) enter into furnish or disclose to any agreement Person any information with respect to, or take any other action to or approve or recommend cooperate in any way with respect to, any Takeover Proposal. (ef) So long as the Merger Agreement has not been terminated, If the Stockholder shall breach the obligation to tender pursuant the Securities described in Section 2(a) above, Sub shall have the option (the "Purchase Option") to purchase such Securities immediately following the closing of the Offer at the price per share paid in the Offer. In the event Sub wishes to exercise the Purchase Option, Sub shall send a written notice (the "Notice") to the Offer, Stockholder identifying the place and date (not withdraw, all less than one nor more than ten business days from the date of the Subject Shares Notice) for the closing of such purchase. At the closing, (i) against delivery of the Securities, free and Subject Warrants.clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, Parent shall cause Sub to make payment to the Stockholder of the aggregate price for the Securities by wire transfer of immediately available

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 11, the Stockholder agrees as follows: (a) At Subject to Section 5, at any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the Company's stockholders in their capacities as such, the Stockholder shall shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the adoption and approval by the Company of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the The Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Companyinterest therein) to any person other than Sub or Sub's designee pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionconnection with, directly or indirectly, with any Takeover Proposal, and agrees not to commit or agree to take any of the foregoing actions; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Stockholder may, without the consent of Parent or any other person, transfer any or all of the Subject Shares (or any interest therein) to one or more members of the Stockholder's family, any trust for the benefit of the Stockholder or one or more members of the Stockholder's family or any entity controlled by the Stockholder so long as the transferee of such Subject Shares (or such interest therein) agrees to be bound by the applicable provisions of this Agreement. (dc) The Stockholder shall not, nor shall the Stockholder permit he instruct any agent or any investment banker, attorney or other adviser or representative of the Stockholder to, directly or indirectly, (i) directly or indirectly solicit, initiate or knowingly encourage the submission to the Company of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations with any person (other than Parent and its affiliates, agents and representatives) regarding, or furnish to any such person any non-public information with respect to, or take any other action intended to facilitate any inquiries or the making of any inquiry or proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (ed) So long as If, at the time the Merger Agreement has not been terminatedis submitted for approval to the stockholders of the Company, the Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act or for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, the Stockholder shall tender pursuant deliver to Parent on or prior to the Offer, and not withdraw, all of Closing Date a written agreement substantially in the Subject Shares and Subject Warrantsform attached as Exhibit A to the Merger Agreement.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) The Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of law), pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities to any person; provided, that, in the event that the Stockholder is a party, as of the date hereof, to a written plan for trading the Securities in accordance with Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”), the Stockholder may sell pursuant to such 10b5-1 Plan up to that number of Securities as permitted to be sold under such 10b5-1 Plan, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect. Table of Contents (b) At any meeting of stockholders of the Company Parent Stockholders called to vote upon the Merger and the Merger Agreement Parent Voting Proposal or at any adjournment adjournment, postponement or recess thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement is soughtParent Voting Proposal, the Stockholder shall vote (or cause to be voted) all of the Subject Shares Securities: (i) in favor of the Merger, the approval of the Merger Agreement and the approval issuance of the Merger Shares in the Merger pursuant to the terms thereof and each of the other transactions contemplated by the Merger Agreement. , (bii) At against any meeting of stockholders of the Company or at any adjournment thereof or in Parent Acquisition Proposal and (iii) against any other circumstances upon which the Stockholder's voteaction or agreement that would result in a breach of any covenant, consent representation or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company warranty or any other Takeover Proposal obligation or (ii) any amendment agreement of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, Parent under the Merger Agreement or which would result in any of the other transactions contemplated by conditions to the consummation of the Merger Agreementunder the Merger Agreement not being fulfilled. (c) The Stockholder agrees not shall use commercially reasonable efforts to (i) sell, transfer, pledge, assign or otherwise dispose oftake, or enter into any contractcause to be taken, option all reasonable actions, and to do, or cause to be done, and to assist the other arrangement (including any profit sharing arrangement) with respect parties in doing, all things reasonably necessary, proper or advisable to fulfill the saleStockholder’s obligations under this agreement, transferincluding, pledgewithout limitation, assignment or other disposition ofattending, if applicable, the Subject Shares Parent Stockholder Meeting or Subject Warrants any adjournment, postponement or recess thereof (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) executing valid and effective proxies to any person other than Sub attending participant of a Parent Stockholder Meeting in lieu of attending such Parent Stockholder Meeting or Sub's designee any adjournment, postponement or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposalrecess thereof). (d) The Stockholder shall not, nor shall the Stockholder permit not exercise any investment banker, attorney or other adviser or representative rights (including under Section 262 of the Stockholder to, (iDelaware General Corporation Law) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making demand appraisal of any proposal Company Stock that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement arise with respect to or approve or recommend any Takeover Proposalthe Merger. (e) So long as The Stockholder authorizes and agrees to permit Parent and Merger Sub to publish and disclose in the Merger Proxy Statement and any related filings under the securities laws of the United States or any state thereof the Stockholder’s identity and ownership of Securities and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement has not been terminated, and any other information required by applicable Law. None of the information relating to the Stockholder shall tender pursuant provided by or on behalf of the Stockholder in writing for inclusion in the Proxy Statement will, at the respective times that the Proxy Statement is filed with the SEC or is first mailed to the Offer, and not withdraw, all holders of the Subject Shares and Subject WarrantsParent Common Stock, contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Covenants of the Stockholder. The Stockholder Up to and including the Option Expiration Date, each Stockholder, severally and not jointly, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval 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 the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) other than by operation of law, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal.Proposal or (iii) convert the Subject Shares into Common Stock (except as required to effect the transaction contemplated by Section 1 of this Agreement). 7 (d) The Until the Merger is consummated or the Merger Agreement is terminated, the Stockholder shall not, nor shall the Stockholder it permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The Stockholder Until the termination of this Agreement in accordance with Section 4, the Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval and adoption of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) At Except as the Stockholder is otherwise obligated under the First Purchase Agreement and the Second Purchase Agreement (subject to the Waiver, dated as of the date hereof, among the Stockholder, VHA Inc. and the Company), at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's ’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles ’s certificate of Incorporation incorporation or By-laws bylaws or other proposal or transaction involving the Company or any of its affiliatesSubsidiaries, 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 AgreementAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(c) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked. (d) Except as provided in Sections 3(a) and 3(c), the Stockholder agrees not to to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (collectively, a “Transfer”) or enter into any contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to the saleto, transferor consent to, pledge, assignment or other disposition a Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in connection, directly or indirectly, each case that is inconsistent with any Takeover Proposalthis Agreement. (de) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent with respect to any Acquisition Proposal. The Stockholder shall not, nor shall the Stockholder permit authorize any investment banker, consultant, attorney or other adviser advisor or representative of the Stockholder to, directly or indirectly (i) directly or indirectly solicit, initiate or encourage knowingly encourage, induce or facilitate the making, submission ofor announcement of any Acquisition Proposal, (ii) furnish any Takeover information (including non-public information) regarding the Company to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iiiiv) enter into any agreement Contract contemplating or providing for any Acquisition Transaction; provided, however, that this Section 3(e) shall not prohibit Stockholder from furnishing any information (including non-public information) regarding the Company to, or entering into discussions or negotiations with, any Person at any such time as the Company is engaging in such activities with respect to such Person in compliance with the terms and conditions of the Merger Agreement. Any such furnishing of information, discussions or approve or recommend any Takeover Proposalnegotiations shall be conducted in accordance with Section 4.3 of the Merger Agreement. (ef) So long as At the Merger Agreement has not been terminatedrequest of Parent, the Stockholder shall tender pursuant use all commercially reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with Parent in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Subject Shares and Subject Warrantsthis Agreement.

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 6, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger approval and authorization of the Merger Agreement issuance of the Company Shares, as contemplated by the Purchase Agreement, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger approval and authorization of the Merger Agreement issuance of the Company Shares, is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement such proposals and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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 Purchase Agreement. The Stockholder further agrees (i) not to convert any Subject Shares that are shares of Class B Common Stock into shares of Class A Common Stock and (ii) not to waive or otherwise forfeit its right to have each Subject Share that is a share of Class B Common Stock be entitled to ten (10) votes per share. (cb) The Except as provided in the immediately following sentence of this Section 3(b), the Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, the "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangementagreement) with respect to the sale, transfer, pledge, assignment or other disposition of, Transfer of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, otherwise (other than the Amended and Restated Stockholders Agreement to be entered into in connection, directly or indirectly, connection with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative closing of the Stockholder totransactions contemplated by the Purchase Agreement (the "Stockholders Agreement")), (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to any capital stock of the Company, and agrees not to commit or approve or recommend agree to take any Takeover Proposal. (e) So long as of the Merger Agreement has not been terminatedforegoing actions. Notwithstanding the foregoing, the Stockholder shall tender pursuant have the right, for tax or estate planning purposes, to the Offer, and not withdraw, all of Transfer the Subject Shares to a transferee provided that, as a condition to any such Transfer, each such transferee shall execute and Subject Warrants.deliver to Chancellor LA

Covenants of the Stockholder. The Stockholder Until the termination of this Agreement in accordance with Section 4, the Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval and adoption of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) At Except as the Stockholder is otherwise obligated under the First Purchase Agreement and the Second Purchase Agreement (subject to the Waiver, dated as of the date hereof, among the Stockholder, University HealthSystem Consortium and the Company), at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or By-laws bylaws or other proposal or transaction involving the Company or any of its affiliatesSubsidiaries, 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 AgreementAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, and each of them individually, as the Stockholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(c) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Subject Shares are not irrevocable and that any such proxies are hereby revoked. (d) Except as provided in Sections 3(a) and 3(c), the Stockholder agrees not to to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (collectively, a "Transfer") or enter into any contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to the saleto, transferor consent to, pledge, assignment or other disposition a Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in connection, directly or indirectly, each case that is inconsistent with any Takeover Proposalthis Agreement. (de) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent with respect to any Acquisition Proposal. The Stockholder shall not, nor shall the Stockholder permit authorize any investment banker, consultant, attorney or other adviser advisor or representative of the Stockholder to, directly or indirectly (i) directly or indirectly solicit, initiate or encourage knowingly encourage, induce or facilitate the making, submission ofor announcement of any Acquisition Proposal, (ii) furnish any Takeover information (including non-public information) regarding the Company to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iiiiv) enter into any agreement Contract contemplating or providing for any Acquisition Transaction; provided, however, that this Section 3(e) shall not prohibit Stockholder from furnishing any information (including non-public information) regarding the Company to, or entering into discussions or negotiations with, any Person at any such time as the Company is engaging in such activities with respect to such Person in compliance with the terms and conditions of the Merger Agreement. Any such furnishing of information, discussions or approve or recommend any Takeover Proposalnegotiations shall be conducted in accordance with Section 4.3 of the Merger Agreement. (ef) So long as At the Merger Agreement has not been terminatedrequest of Parent, the Stockholder shall tender pursuant use all commercially reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with Parent in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Subject Shares and Subject Warrantsthis Agreement.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants, except that the Stockholder shall not be obligated to tender the Subject Shares pursuant to the Offer until September 30, 1999 or any time thereafter (so long as the Offer has not expired or been withdrawn by Sub).

Covenants of the Stockholder. The Stockholder hereby covenants and agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger 6.1 While this Agreement is soughtin effect, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Mergerand except as expressly contemplated hereby, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign encumber, assign, distribute, gift or otherwise dispose ofof (collectively, a "Transfer") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or entity or enter into any contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the saleany Transfer (whether by actual disposition or effective economic disposition due to hedging, transfer, pledge, assignment cash settlement or other disposition otherwise) of, any of the Subject Existing Shares owned beneficially and of record by the Stockholder, any Shares acquired by the Stockholder after the date hereof, any securities exercisable or Subject Warrants (exchangeable for or convertible into Common Stock, any other capital stock of the Company or any option interest in any of the foregoing with any person or warrant entity. 6.2 In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to purchase refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or Warrants, except for which any sale or transfer to all of the Shares may be changed or exchanged or which are received in such transaction. 6.3 Except as permitted of the Stockholder by the Merger Agreement as a member of the Company) 's Board of Directors in order to comply with such member's fiduciary duties, during the term of this Agreement it shall not, and shall not authorize any person other than Sub or Sub's designee or (ii) enter into of its representatives to, and shall not permit any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionof its representatives to, directly or indirectly, with any Takeover Proposal. (da) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage encourage, or take any other action to facilitate, the submission of, of any Takeover Acquisition Proposal or any proposal with respect to any matter described in Section 6.1 hereof or (iib) directly or indirectly participate in or encourage any discussions discussion or negotiations regarding, or furnish to any person or entity any non-public information with respect to, or take any other action to facilitate any inquiries or the making of of, any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or (iii) enter into negotiations with any agreement parties conducted heretofore with respect to any possible Acquisition Proposal or approve or recommend any Takeover Proposalmatter described in Section 6.1, and the Stockholder will take all necessary steps to inform its respective representatives of the obligations undertaken by the Stockholder pursuant to this Section 6.3. 6.4 While this Agreement is in effect, it shall notify Parent promptly (eand in any event within one business day) So long as in writing of (i) the Merger Agreement has not been terminatednumber of any additional Shares acquired by the Stockholder, if any, after the date hereof and (ii) any such inquiries or proposals that are received by, any such information which is requested from, or any such negotiations or discussions that are sought to be initiated or continued with, the Stockholder shall tender pursuant with respect to any matter described in Section 6.1 or 6. 6.5 The Stockholder will not take any action which would have the Offer, and not withdraw, all effect of preventing or disabling the Subject Shares and Subject WarrantsStockholder from performing the Stockholder's obligations under this Agreement.

Covenants of the Stockholder. The Until the termination of this Agreement ---------------------------- in accordance with Section 11, the Stockholder agrees as follows: (a) At Subject to Section 5, at any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the Company's stockholders in their capacities as such, the Stockholder shall shall, including by executing a written consent if requested by Parent, vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the adoption and approval by the Company of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the The Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Companyinterest therein) to any person other than Sub or Sub's designee pursuant to the terms of the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionconnection with, directly or indirectly, with any Takeover Proposal, and agrees not to commit or agree to take any of the foregoing actions; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Stockholder may, without the consent of Parent or any other person, transfer any or all of the Subject Shares (or any interest therein) to one or more members of the Stockholder's family, any trust for the benefit of the Stockholder or one or more members of the Stockholder's family or any entity controlled by the Stockholder so long as the transferee of such Subject Shares (or such interest therein) agrees to be bound by the applicable provisions of this Agreement. (dc) The Stockholder shall not, nor shall the Stockholder permit he instruct any agent or any investment banker, attorney or other adviser or representative of the Stockholder to, directly or indirectly, (i) directly or indirectly solicit, initiate or knowingly encourage the submission to the Company of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations with any person (other than Parent and its affiliates, agents and representatives) regarding, or furnish to any such person any non-public information with respect to, or take any other action intended to facilitate any inquiries or the making of any inquiry or proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (ed) So long as If, at the time the Merger Agreement has not been terminatedis submitted for approval to the stockholders of the Company, the Stockholder is an "affiliate" of the Company for purposes of Rule 145 under the Securities Act or for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, the Stockholder shall tender pursuant deliver to Parent on or prior to the Offer, and not withdraw, all of Closing Date a written agreement substantially in the Subject Shares and Subject Warrantsform attached as Exhibit A to the Merger Agreement.

Covenants of the Stockholder. The Stockholder agrees as follows: (a) The Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of Law), pledge, assign or otherwise encumber or dispose of any of the Securities to, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities with, any Person other than Parent or Parent’s designee, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby. (b) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement is soughtAgreement, the Stockholder shall vote (or cause to be voted) all Securities owned by the Subject Shares Stockholder, including without limitation the Securities set forth across from the Stockholder’s name in Exhibit A hereto, in favor of the Merger, the approval adoption of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (bc) At The Stockholder shall take, or cause to be taken, all reasonable actions to do or cause to be done, and to assist and cooperate with the Company and Parent in doing, all things reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by the Merger Agreement, including (i) causing the Company to call the Company Stockholders’ Meeting for the purpose of considering, acting upon and voting upon the approval and adoption of the Merger Agreement, the Merger and all other transactions contemplated by the Merger Agreement, (ii) attending, if applicable, the Company Stockholders’ Meeting or any meeting adjournment thereof (or executing valid and effective proxies to any other attending participant of a Company Stockholders’ Meeting in lieu of attending such Company Stockholders’ Meeting or any adjournment thereof), and (iii) causing the Company to postpone or adjourn, at Parent’s request, the Company Stockholders’ Meeting (x) in order to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval (unless prior to such adjournment the Company shall have received an aggregate number of proxies voting for the adoption of the Merger Agreement, which have not been withdrawn, such that the Company Stockholder Approval will be obtained at such meeting), (y) if a quorum is not present or (z) in order to allow reasonable additional time for (A) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated to, and reviewed by, the stockholders of the Company prior to the Company Stockholders’ Meeting. (d) The Stockholder shall not, directly or at indirectly (including through any adjournment thereof Affiliate or Representative), (i) solicit, initiate, facilitate or knowingly encourage any inquiries with respect to or the implementation or submission of any Acquisition Proposal, or any proposals or offers that would be reasonably expected to lead to, an Acquisition Proposal (a “Competing Proposal”), (ii) engage in, continue or otherwise participate in any other circumstances discussions, communications or negotiations regarding, or furnish to any Person any non-public information in connection with, or for the purpose of facilitating or encouraging, any inquiries, proposals or offers that constitute, or would be reasonably expected to lead to, a Competing Proposal, except to notify such Person of the existence of this Section 1(d) or (iii) otherwise facilitate or encourage any effort or attempt to make a Competing Proposal, or any inquiries, proposals or offers that would reasonably be expected to lead to a Competing Proposal. The Stockholder shall, and shall cause its Subsidiaries to, and shall instruct (and use its reasonable best efforts to cause) its Representatives to, immediately cease and cause to be terminated any solicitation, discussions, communications or negotiations with any Person that may be ongoing with respect to a Competing Proposal, or any inquiry, proposal or offer that would reasonably be expected to lead to a Competing Proposal. The Stockholder shall promptly (and, in any event, within 48 hours) (i) provide Parent written notice of (A) the receipt of any Competing Proposal or (B) any inquiries, proposals or offers received by the Stockholder or any Affiliates or Representatives of the Stockholder concerning a Competing Proposal and (ii) disclose to Parent the identity of such Person making, and an unredacted copy of, any such Competing Proposal or any such inquiry, proposal or offer made in writing (or, if made orally, a reasonably detailed description of such Competing Proposal, inquiry, proposal or offer). The Stockholder shall, promptly upon which the Stockholder's votereceipt or delivery thereof (and, consent in any event, within 48 hours), provide Parent with copies of all drafts and final versions of definitive or other approval is soughtagreements including schedules and exhibits thereto (which may be redacted to the extent necessary to protect confidential information of the Person making such Competing Proposal) relating to such Competing Proposal, in each case exchanged between the Stockholder or any of its Representatives, on the one hand, and the Person making such Competing Proposal or any of its Representatives, on the other hand. The Stockholder shall keep Parent reasonably informed on a reasonably prompt basis (and, in any event, within 48 hours of any material development) of the status and details (including with respect to any material amendments) of any such Competing Proposal or other inquiry, proposal or offer concerning a Competing Proposal. (e) The Stockholder shall vote (or cause to be voted) the Subject Shares its Securities against (i) any merger agreement or merger (other than the Merger Agreement Competing Proposal and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any security of the Company (including by any amendments to the certificate of incorporation or bylaws of the Company's Articles ). (f) The Stockholder hereby (i) irrevocably and unconditionally waives, and agrees not to exercise, any rights of Incorporation appraisal with respect to the Securities or By-laws rights to dissent from the Merger or other proposal any similar right (including under Section 262 of the DGCL) that the Stockholder may have and (ii) agrees not to commence, institute, maintain or transaction involving prosecute any claim, derivative or otherwise, (A) against the Company Company, any of its Representatives or any of its affiliatessuccessors, which amendment including claims relating to the negotiation, execution, or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, delivery of the Merger Agreement or the consummation of the Merger, including any claim alleging a breach of any fiduciary duty of the Company Board in connection with the Merger and the other transactions contemplated by the Merger Agreement. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iiiB) enter into challenging the validity of or seeking to enjoin the operation of any agreement with respect to or approve or recommend any Takeover Proposalprovision of this Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the termination of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) sell, transfer, pledge, assign or otherwise dispose of, of (including by gift) or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of (collectively, "Transfer"), or consent to or permit any Transfer -------- of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee interest therein or (ii) enter into grant any voting arrangement, whether by proxy, voting agreement power-of-attorney or otherwise, other authorization in connection, directly or indirectly, with respect to the Subject Shares. Nothing in this Agreement shall prevent the conversion of the Subject Shares into other property in accordance with a statutory merger or share exchange or restrict in any Takeover Proposalmanner the Stockholder's right to transfer or alienate such property. (d) The Stockholder acknowledges that it is bound by the provisions of Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, or (iii) enter into any agreement with respect unless and solely to or approve or recommend any Takeover Proposalthe extent expressly permitted under Section 7.1 of the Merger Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer, and not withdrawas soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Subject Shares by physical delivery of the certificates therefor (if such Subject Shares are certificated in the name of Stockholder), and not to withdraw such Subject WarrantsShares, except following a termination of the Offer pursuant to its terms. If such Subject Shares are currently held in the name of a broker or other nominee, Stockholder shall instruct the broker or nominee to deliver the securities by a book-entry transfer or other customary electronic means for delivery of securities in connection with a tender offer. Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments, arrangements and understandings under this Agreement. (f) Grant of Irrevocable Proxy;

Covenants of the Stockholder. The Stockholder agrees as follows: (a) From the date hereof until the day after the record date for the stockholders’ meeting to obtain the Stockholder Approval (such record date, the “Record Date”, and such period, the “Lock-up Period”), the Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of law), pledge, assign or otherwise encumber or dispose of any of the Securities to, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Securities with, any Person other than GMS or GMS’s designee, (ii) deposit any Securities into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney, attorney-in-fact, agent or otherwise, with respect to the Securities, except as contemplated by this Agreement, or (iii) take any other action that would in any way make any representation or warranty of the Stockholder herein untrue or incorrect in any material respect or otherwise restrict, limit or interfere in any material respect with the performance of the Stockholder’s obligations hereunder or the transactions contemplated hereby, other than (A) exercises of stock options or warrants to purchase shares of Common Stock or the vesting of stock awards of Common Stock and any related transfer of shares of Common Stock to the Company in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of Common Stock, it being understood that all shares of Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period, and (B) the sale, transfer or disposition by the Stockholder of the 100,000 shares of Common Stock held by the Stockholder and its Affiliates through a “synthetic long position” (pursuant to which such holders beneficially own such shares, but do not have the ability to vote such shares); and provided that, for any Exchange Shares that may be held by the Stockholder, the Lock-Up Period shall be from the date hereof until the date that is six (6) months after the Closing Date. (b) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement Transaction or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought with respect to the Merger and the Merger Agreement is soughtTransaction, the Stockholder shall vote (or cause to be voted) the Subject Shares all of its Securities in favor of the MergerTransaction. (c) The Stockholder shall take, or cause to be taken, all reasonable actions to do or cause to be done, and to assist and cooperate with the Company and GMS in doing, all things reasonably necessary to consummate and make effective, in the most expeditious manner practicable, the Transaction, including (i) causing the Company to call the Stockholder Meeting for the purpose of considering, acting upon and voting upon the approval of the Merger Agreement Transaction, (ii) attending, if applicable, the Stockholder Meeting or any adjournment thereof (or executing valid and effective proxies to any other attending participant of a Stockholder Meeting in lieu of attending such Stockholder Meeting or any adjournment thereof), and (iii) causing the approval Company to postpone or adjourn, at GMS’s request, the Stockholder Meeting (x) in order to solicit additional proxies for the purpose of obtaining the Stockholder Approval (unless prior to such adjournment the Company shall have received an aggregate number of proxies voting in favor of the terms thereof Transaction, which have not been withdrawn, such that the Stockholder Approval will be obtained at such meeting), (y) if a quorum is not present or (z) in order to allow reasonable additional time for (A) the filing and each mailing of, at the reasonable request of GMS, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated to, and reviewed by, the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company prior to the Stockholder Meeting. (d) The Stockholder shall not, and shall cause its Affiliates, and its and their respective Representatives not to, (i) solicit, initiate, encourage, facilitate (including by way of furnishing any non-public information or at providing assistance or access to properties or assets) any adjournment thereof inquiries or any proposal or offer (including any proposal or offer to the Company’s stockholders) in respect of any Alternative Transaction, (ii) knowingly participate in or enter into any discussions, conversations, negotiations or other communications regarding, furnish to any other Person any information with respect to, or cooperate with or encourage any effort or attempt by any other Person to seek to do, any of the foregoing, (iii) grant any person any waiver or release under any standstill or similar agreement with respect to any class of securities of the Company or any Subsidiary, or (iv) enter into any agreement, arrangement, understanding, term sheet or letter of intent with respect to any of the foregoing. The Company shall, and shall cause its Affiliates and its and their Representatives to, immediately cease and terminate any and all existing discussions, conversations, negotiations and other communications with any and all Persons conducted heretofore with respect to any of the foregoing. The Stockholder shall notify GMS promptly if any such approach, proposal or offer, or any inquiry or contact with any Person with respect thereto, is made and shall, in any other circumstances upon which such notice to GMS, indicate in reasonable detail the Stockholder's voteidentity of the Person making such approach, consent proposal, offer, inquiry or other approval is soughtcontact and the terms and conditions of such approach, the proposal, offer, inquiry or contact. (e) The Stockholder shall vote (or cause to be voted) the Subject Shares its Securities against (i) any merger agreement or merger (other than the Merger Agreement Alternative Transaction and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transaction or the fulfillment of GMS’s or the Company’s conditions under the Purchase Agreement or change in any manner the voting rights of any security of the Company (including by any amendments to the certificate of incorporation or bylaws of the Company's Articles ). (f) The Stockholder hereby agrees not to commence, institute, maintain or prosecute any claim, derivative or otherwise, (A) against the Company, any of Incorporation or By-laws or other proposal or transaction involving the Company its Representatives or any of its affiliatessuccessors, which amendment including claims relating to the negotiation, execution, or other proposal or transaction would in any manner impede, frustrate, prevent or nullify delivery of the Merger, the Merger Purchase Agreement or any the consummation of the other transactions contemplated by the Merger Agreement. (c) The Stockholder agrees not to (i) sellTransaction, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or claim alleging a breach of any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative fiduciary duty of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage Company Board in connection with the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover ProposalTransaction, or (iiiB) enter into challenging the validity of or seeking to enjoin the operation of any agreement with respect to or approve or recommend any Takeover Proposalprovision of this Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The From and after the date hereof through and including the Option Expiration Date, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.or

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 6, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger Debenture and Note Purchase Agreement, as the same may be amended, and the Merger Agreement transactions contemplated by the Debenture and Note Purchase Agreement, or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Debenture and Note Purchase Agreement and the Merger Agreement transactions contemplated thereby is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Debenture and Note Purchase Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Debenture and Note Purchase Agreement. (b) At any meeting of stockholders of the Company or at any other adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)merger, consolidation, combination, sale of or substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other takeover proposal, as such term is defined in the Debenture and Note Purchase Agreement (a "Takeover Proposal Proposal") or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or By-laws bylaws or other proposal (including with respect to the election of directors) or transaction involving the Company or any of its affiliatessubsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Debenture and Note Purchase Agreement or any of the other transactions contemplated by the Merger Debenture and Note Purchase Agreement. Subject to Section 8, the Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except with respect to the estate tax lien to which the Subject Shares are currently subject, the Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connectionconnection with, directly or indirectly, with any Takeover Proposal. Notwithstanding the foregoing, the Stockholder shall have the right to transfer the Subject Shares to a trust which is the beneficiary of the Stockholder entitled to a distribution of the Subject Shares to it; provided, however, that in the event of such a transfer, the transferee shall take the Subject Shares subject to the terms of this Agreement and following the due execution and delivery to Investors by each such transferee shall execute and deliver to the Investors a counterpart to this Agreement. It is expressly understood that, if the Subject Shares are acquired upon a foreclosure of the estate tax lien to which they are currently subject, the transferee shall acquire such shares free and clear of the provisions of this Agreement. (d) The Subject to the terms of Section 8 hereof, during the term of this Agreement, the Stockholder shall not, in its capacity as an individual stockholder of the Company with respect to the Subject Shares, nor shall the Stockholder it permit any investment banker, attorney or other adviser or representative of the Stockholder in its capacity as an individual stockholder of the Company with respect to the Subject Shares to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement except to the extent such actions are by the trustee of the Stockholder in his capacity as a director of the Company in connection with respect actions permitted to or approve or recommend any Takeover Proposalthe Company under Section 6.2 of the Debenture and Note Purchase Agreement. (e) So long as Until after the Merger closing contemplated by the Debenture and Note Purchase Agreement has not been is consummated or the Debenture and Note Purchase Agreement is terminated, the Stockholder shall tender pursuant use all reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with the Company and Investors in doing, all of things necessary, proper or advisable to consummate and make effective, in the Subject Shares most expeditious manner practicable, the transactions contemplated by the Debenture and Subject WarrantsNote Purchase Agreement.

Covenants of the Stockholder. The Until the termination of this Agreement in accordance with Section 6, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company ProLogis called to vote upon the Merger and the Merger Agreement and the transactions contemplated thereby (as defined in the Merger Agreement) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement such proposals and the approval of the terms thereof and each any of the other transactions contemplated by the Merger Agreement. (b) At any meeting of the stockholders of the Company ProLogis or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the CompanyProLogis's Articles declaration of Incorporation trust or By-laws bylaws or other proposal or transaction involving the Company ProLogis or any of its affiliatessubsidiaries, 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. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Except as provided in the immediately succeeding sentence of this Section 3(c), the Stockholder agrees not to (i) to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, the "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing arrangementagreement) with respect to the sale, transfer, pledge, assignment or other disposition of, Transfer of the Subject Shares or Subject Warrants (its beneficial or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to record ownership interest in the Company) Record Holder to any person other than Sub and agrees not to commit or Sub's designee or (ii) enter into agree to take any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, foregoing actions (i) directly or indirectly solicit, initiate or encourage provided that the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or foregoing shall not preclude a pledge of the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement Subject Shares as security with respect to or approve or recommend any Takeover Proposal. (e) So long as a bona fide loan from a financial institution). Notwithstanding the Merger Agreement has not been terminatedforegoing, the Stockholder shall tender pursuant have the right to the Offer, and not withdraw, all of Transfer the Subject Shares to a transferee provided that, as a condition to any such Transfer, each such transferee shall execute and Subject Warrantsdeliver to MIT a counterpart of this Agreement and expressly agree to be bound hereby. Notwithstanding anything in this Agreement to the contrary, the Stockholder shall have no obligations under this Section 3 if the Merger Agreement is amended or supplemented in any substantive manner without the Stockholder's consent.

Covenants of the Stockholder. (a) The Stockholder agrees as follows: to attend the meeting of stockholders of the Parent to be called with respect to the Merger (aincluding any adjournment thereof) in person or by proxy. At any meeting of stockholders of the Company Parent called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares Shares, and any other voting securities of the Parent, owned by Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, in favor of the Merger, the approval adoption by the Parent of the Merger Agreement and the approval of the 0he terms thereof and each of the other transactions contemplated by the Merger Agreement, including, if required, in favor of the issuance of warrants to the Company and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (b) At any meeting of stockholders of the Company Parent or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares Shares, and any other voting securities of the Company, owned by Stockholder whether issued heretofore or hereafter, that such person owns or has the rights to vote, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company Parent or any other Takeover Proposal Acquisition Transaction, or (ii) any amendment of the CompanyParent's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company Parent or any of its affiliatessubsidiaries, 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 AgreementAgreement or which could result in any of the conditions to the Parent's obligations under the Merger Agreement not being fulfilled. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting arrangement, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover ProposalAcquisition Transaction. (d) The Until the Merger Agreement is terminated and subject to Section 8 hereof, the Stockholder shall not, nor and shall the Stockholder permit use his best efforts to cause any investment banker, attorney or other adviser or representative of the Stockholder not to, (i) directly or indirectly solicit, initiate or knowingly encourage the submission of, any Takeover Proposal Acquisition Transaction or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or knowingly take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may would reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover ProposalAcquisition Transaction. (e) So long as To secure the Merger Agreement has not been terminatedStockholder's commitments set forth in this Section 3, the Stockholder constitutes and appoints the Company or its officers and each of them, with full power of substitution, to be his true and lawful proxy and attorney-in-fact from the date hereof until conclusion of the meeting of stockholders of the Parent as provided in this Section 3 (including any adjournment or adjournments thereof) to vote all Subject Shares then beneficially owned by the Stockholder in accordance with this Section 3. This proxy shall tender pursuant be deemed coupled with an interest, and is irrevocable during the term of this Agreement and will survive death, incompetency and disability of the Stockholder. To the extent inconsistent with this Section 3 hereof, the Stockholder hereby revokes any and all previous proxies or written consents with respect to the Offer, and not withdraw, all of the Subject Shares and Subject WarrantsShares.

Covenants of the Stockholder. The Stockholder covenants and agrees as follows: (a) At any meeting of stockholders of During the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof Lock-Up Period, except as provided in this Section 3(a) or in any other circumstances upon which connection with a votePermitted Transfer, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, exchange, pledge, assign assign, hypothecate, encumber, or tender or otherwise create any lien on or dispose ofof (including by gift) (collectively, “Transfer”), or enter into any contract, agreement, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Transfer of any Subject Shares or any rights to acquire any Subject Warrants (or any option or warrant to purchase Shares or WarrantsShares, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any swap or other arrangement that Transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of Common Stock, in cash or otherwise, or (iii) grant any proxies or enter into any voting trust or other agreement or arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares, and shall not commit or agree to take any of the foregoing actions. As used in connectionthis Agreement, the term “Transfer,” shall also include any pledge, hypothecation, encumbrance, assignment or other disposition of such security or the record or beneficial ownership thereof (other than beneficial ownership arising solely as a result of an Affiliate of JPMorgan Chase & Co. being deemed to beneficially own OEP or any of its controlled Affiliates), the offer to make a sale, transfer or other disposition, and each agreement, arrangement or understanding whether or not in writing, to effect any of the foregoing. Notwithstanding the foregoing, Stockholder shall be permitted at any time to Transfer all or part of the Subject Shares (1) in response to a tender offer or exchange offer for Common Stock which is made by or on behalf of Parent, (2) in response to a Tender Offer for Common Stock which is made by another Person and is not opposed by the board of directors of Parent within the time the board of directors of Parent is required to advise the shareholders of Parent of its position on such offer or (3) upon the entry by Parent into a definitive agreement with any Person which, if the transactions contemplated thereunder were to be consummated, would result in a Change of Control of Parent. (b) During the Standstill Period, except as provided in this Section 3(b) or as specifically requested in writing by Parent, none of Stockholder, its controlled Affiliates, OEP, its controlled Affiliates or any of Stockholder’s, its controlled Affiliates’, OEP’s or its controlled Affiliates’ respective representatives acting as advisor to and on behalf of Stockholder, its controlled Affiliates, OEP or its controlled Affiliates, will propose or publicly announce or otherwise disclose an intent to propose or enter into or agree to enter into, singly or with any other person or directly or indirectly, (i) any form of business combination, acquisition or other transaction relating to Parent or any of its subsidiaries, or (ii) any form of restructuring, recapitalization or similar transaction with respect to Parent or any of its subsidiaries, or (iii) any demand, request or proposal to amend, waive or terminate any provision of this Section 3(b). Furthermore, during the Standstill Period, except as provided in this Section 3(b) or as specifically requested in writing by Parent, none of Stockholder, OEP, any of their respective controlled Affiliates or respective representatives of any of the foregoing acting on their behalf will, directly or indirectly, with any Takeover Proposal. (d1) The Stockholder shall notacquire, nor shall the Stockholder permit any investment bankeror offer, attorney propose or agree to acquire, by tender offer, purchase or otherwise, Voting Securities (except (y) pursuant to a stock dividend, stock split, reclassification, recapitalization or other adviser similar event by Parent or representative (z) as necessary following any dilution of the Total Voting Power beneficially owned by Stockholder tocaused by the primary issuance of securities by Parent to restore (but not increase) such Total Voting Power to the level existing immediately prior to such primary issuance), (i2) directly acquire or indirectly solicitoffer, initiate propose or agree to acquire, assets, indebtedness or businesses of Parent or its subsidiaries, (3) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the U.S. Securities and Exchange Commission) with respect to any Voting Securities (including by the execution of action by written consent), (4) become an active participant in any contest with respect to the election of directors of Parent, (5) seek to influence any Person with respect to the voting or disposition of any Voting Securities, (6) demand a copy of Parent’s list of stockholders or its other books and records, (7) participate in or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making formation of any proposal partnership, syndicate or other group that constitutesowns or seeks or offers to acquire beneficial ownership of any Voting Securities or assets, indebtedness or may reasonably be expected businesses of Parent or its subsidiaries or that seeks to lead to, affect control of Parent or for the purpose of circumventing any Takeover Proposalprovision of this Agreement, or (iii8) otherwise act, alone or in concert with others (including by providing financing for another person), to seek or to offer to control or influence, in any manner, the management, board of directors or policies of Parent. Notwithstanding the foregoing, the Standstill Period shall terminate (A) enter on the date that is ten (10) Business Days after any Person shall commence and not withdraw a Tender Offer, unless within ten (10) Business Days of the announcement of such Tender Offer Parent shall have publicly recommended that the Tender Offer not be accepted, or (B) upon the entry by Parent into any a definitive agreement with respect any Person which, if the transactions contemplated thereunder were to or approve or recommend any Takeover Proposalbe consummated, would result in a Change of Control of Parent. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the Option Expiration Date, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii/1/ Section 1(b) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇ Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long Agreement reads as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants.follows:

Covenants of the Stockholder. The Stockholder Until the termination of this Agreement in accordance with Section 4, the Stockholder, in its capacity as such, agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is soughtsought from the stockholders of the Company, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval and adoption of the terms thereof and each of the other transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a). (b) At Except as the Stockholder is otherwise obligated under the First Purchase Agreement and the Second Purchase Agreement (subject to the Waiver, dated as of the date hereof, among the Stockholder, [UHC/VHA] and the Company), at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's ’s vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any of its Subsidiaries or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles ’s certificate of Incorporation incorporation or By-laws bylaws or other proposal or transaction involving the Company or any of its affiliatesSubsidiaries, 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 AgreementAgreement or change in any manner the voting rights of any class of capital stock of the Company. The Stockholder further agrees not to commit or agree to take any action inconsistent with the foregoing. (c) The Stockholder hereby appoints ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent prior to the termination of this Agreement with respect the Subject Shares in accordance with Section 3(a). This proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder shall promptly cause a copy of this Agreement to be deposited with the Company at its principal place of business. The Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. The proxy and power of attorney granted pursuant to this Section 3(c) by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder inconsistent with the proxy hereby granted. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of the Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Subject Shares are not irrevocable and that any such proxies are hereby revoked. (d) Except as provided in Sections 3(a) and 3(c), the Stockholder agrees not to to, directly or indirectly, (i) sell, transfer, tender, pledge, encumber, assign or otherwise dispose ofof (collectively, a “Transfer”) or enter into any contractagreement, option or other arrangement (including any profit sharing arrangement) with respect to the saleto, transferor consent to, pledge, assignment or other disposition a Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee person, that is inconsistent with its obligations under this Agreement, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, in connection, directly or indirectly, each case that is inconsistent with any Takeover Proposalthis Agreement. (de) The Stockholder hereby represents that it is not now engaged in discussions or negotiations with any party other than Parent with respect to any Acquisition Proposal. The Stockholder shall not, nor shall the Stockholder permit authorize any investment banker, consultant, attorney or other adviser advisor or representative of the Stockholder to, directly or indirectly (i) directly or indirectly solicit, initiate or encourage knowingly encourage, induce or facilitate the making, submission ofor announcement of any Acquisition Proposal, (ii) furnish any Takeover information (including non-public information) regarding the Company to any Person in connection with or in response to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iiiiv) enter into any agreement Contract contemplating or providing for any Acquisition Transaction; provided, however, that this Section 3(e) shall not prohibit Stockholder from furnishing any information (including non-public information) regarding the Company to, or entering into discussions or negotiations with, any Person at any such time as the Company is engaging in such activities with respect to such Person in compliance with the terms and conditions of the Merger Agreement. Any such furnishing of information, discussions or approve or recommend any Takeover Proposalnegotiations shall be conducted in accordance with Section 4.3 of the Merger Agreement. (ef) So long as At the Merger Agreement has not been terminatedrequest of Parent, the Stockholder shall tender pursuant use all commercially reasonable efforts to the Offertake, or cause to be taken, all actions, and not withdrawto do, or cause to be done, and to assist and cooperate with Parent in doing, all things reasonably necessary, proper or advisable to carry out the intent and purposes of the Subject Shares and Subject Warrantsthis Agreement.

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the termination of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) sell, transfer, pledge, assign or otherwise dispose of, of (including by gift) or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of (collectively, "Transfer"), or consent -------- to or permit any Transfer of, any or all of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee interest therein or (ii) enter into grant any voting arrangement, whether by proxy, voting agreement power-of-attorney or otherwise, other authorization in connection, directly or indirectly, with respect to the Subject Shares. Nothing in this Agreement shall prevent the conversion of the Subject Shares into other property in accordance with a statutory merger or share exchange or restrict in any Takeover Proposalmanner the Stockholder's right to transfer or alienate such property. (d) The Stockholder acknowledges that it is bound by the provisions of Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, or (iii) enter into any agreement with respect unless and solely to or approve or recommend any Takeover Proposalthe extent expressly permitted under Section 7.1 of the Merger Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer, and not withdrawas soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Subject Shares by physical delivery of the certificates therefor (if such Subject Shares are certificated in the name of Stockholder), and not to withdraw such Subject WarrantsShares, except following a termination of the Offer pursuant to its terms. If such Subject Shares are currently held in the name of a broker or other nominee, Stockholder shall instruct the broker or nominee to deliver the securities by a book-entry transfer or other customary electronic means for delivery of securities in connection with a tender offer. Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments, arrangements and understandings under this Agreement. (f) Grant of Irrevocable Proxy;

Covenants of the Stockholder. The Stockholder hereby covenants and agrees as follows: (a) At any meeting During the Transaction Voting Period, the Stockholder will: (i) attend and participate in, either in person or by proxy (and cause all of its Subject Shares to be counted as present at), all meetings of the stockholders of the Company called to vote upon in connection with the Merger and Investment Transactions, the Merger Agreement Investment Documents (including the Purchase Agreement) and/or any other transactions contemplated thereby (including any postponements or adjournments thereof, a Transaction Meeting), and, at any adjournment thereof Transaction Meeting, or in any other circumstances upon which a vote, consent or other approval of the stockholders of the Company with respect to any of the Merger and foregoing is sought without a Transaction Meeting having been called (including, without limitation, pursuant to Section 228 of the Merger Agreement is soughtDGCL), the Stockholder shall vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be voted) the Subject Shares in favor of the Mergerexecuted and delivered), for the approval of the Merger Agreement Investment Transactions and the approval of the terms thereof and each of the any other transactions contemplated by the Merger Investment Documents (including the Purchase Agreement) and any other matters relating thereto presented for approval of the stockholders of the Company; and (ii) vote its Subject Shares at any such Transaction Meeting (or provide a written consent in any other circumstances upon which a vote, consent or other approval of the stockholders of the Company with respect thereto is sought without a Transaction Meeting having been called), or cause its Subject Shares to be voted (or cause a written consent to be executed and delivered), against the approval of (A) any action set forth in Section 5.2(b) of the Purchase Agreement for which the written consent of Ipsen has not been obtained, (B) or any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the Investment Transactions or any other transactions contemplated by the Investment Documents and (C) except as otherwise contemplated by the Investment Documents, change the voting rights of any class of capital stock of the Company. (b) At any meeting During the Governance Voting Period, the Stockholder will attend and participate in, either in person or by proxy (and cause all of its Subject Shares to be counted as present at), all meetings of the stockholders of the Company called (i) at which members of the Company's board of directors (the Board) are elected or any other matters relating to the size or composition of the Board are proposed (including any postponements or adjournments thereof, a Director Meeting), and, at any adjournment thereof Director Meeting, or in any other circumstances upon which the Stockholder's a vote, consent or other approval of the stockholders of the Company with respect to any of the foregoing is soughtsought without a Director Meeting having been called (including, without limitation, pursuant to Section 228 of the Stockholder shall DGCL), vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be votedexecuted and delivered): (A) in favor of each Investor Director that Investor is then entitled to designate to the Subject Shares Board pursuant to Section 2.4 of the Affiliation Agreement and, insofar as any necessary to cause any such Investor Director to be elected to the Board, withhold its vote for all other individuals nominated for election to the Board, (B) in favor of the number of authorized directors on the Board to be set and remain at nine, and against (i) any merger agreement or merger (other than change in the Merger Agreement number of authorized directors on the Board from nine, except as agreed between Ipsen and the Merger)Company, consolidation, combination, sale and (C) against any proposal to remove any Investor Director from the Board that Investor is then entitled to designate to the Board pursuant to Section 2.4 of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or Affiliation Agreement; and (ii) in connection with the Investment Transactions, the Investment Documents (including the Purchase Agreement) and/or any amendment other transactions contemplated thereby (including any postponements or adjournments thereof, a Subsequent Transaction Meeting), and, at any Subsequent Transaction Meeting, or in any other circumstances upon which a vote, consent or other approval of the Company's Articles stockholders of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or with respect to any of the other foregoing is sought without a Subsequent Transaction Meeting having been called (including, without limitation, pursuant to Section 228 of the DGCL), vote its Subject Shares (or provide a written consent), or cause its Subject Shares to be voted (or cause a written consent to be executed and delivered), (A) for the approval of any transactions contemplated by the Merger Investment Documents (including the Purchase Agreement) and any other matters relating thereto presented for approval of the stockholders of the Company, and (B) against the approval of any other action or Contract that is intended to or could reasonably be expected to impede, interfere with, delay or discourage the transactions contemplated by the Investment Documents; provided, however, that nothing in this Section 3(b)(ii) shall obligate the Stockholder with respect to any matter set forth in Section 2.7 of the Affiliation Agreement. (c) The Stockholder agrees not hereby irrevocably grants to, and appoints Claire Giraut or ▇▇▇▇▇ ▇▇▇▇▇▇ in either of their respective capacities as officers and/or directors of Investor, and any individual who shall hereafter succeed to either such individual (i) sellindividually, transferan Authorized Party and, pledgecollectively, assign or otherwise dispose ofthe Authorized Parties), and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Subject Shares, or enter into any contract, option execute one or other arrangement (including any profit sharing arrangement) with more written consents or approvals in respect to the sale, transfer, pledge, assignment or other disposition of, of the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to in accordance with the Companyagreements set forth in Sections 3(a) to any person other than Sub or Sub's designee or (iiand 3(b) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposalabove. (d) The Stockholder shall nothereby confirms that the irrevocable proxy set forth in Section 3(c) is given in connection with the execution of the Purchase Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked during the Transaction Voting Period or the Governance Voting Period. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. (e) Until the consummation of the First Closing, nor shall the Stockholder will not: (i) sell, assign, transfer or otherwise dispose of, or permit to be sold, assigned, transferred or otherwise disposed of, any investment bankerof the Subject Shares (except as Ipsen may otherwise consent in writing, attorney in ▇▇▇▇▇'▇ sole discretion); (ii) grant any proxy, deposit any Subject Shares in a voting trust or other adviser enter into a voting agreement, power of attorney, voting trust or representative similar Contract with respect to the Subject Shares (except for this Agreement); or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from the strict compliance in performance with any of its covenants and other obligations hereunder. Notwithstanding the foregoing, if the First Closing has not occurred by October 15, 2006, then this Section 3(e) shall not prohibit a transfer of the Subject Shares held by Stockholder: (i) if Stockholder is an individual: (A) up to 10% of the Subject Shares held by Stockholder to any member of Stockholder's immediate family, or to a trust for the benefit of Stockholder or any member of Stockholder's immediate family; or (B) upon the death of Stockholder; or (ii) if Stockholder is a partnership or limited liability company, to one or more current or former partners or members of Stockholder or to an affiliated corporation under common control with Stockholder; provided, however, that a transfer referred to in part (i) or (ii) of 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 Ipsen, to be bound by all of the terms of this Agreement (including without limitation the irrevocable proxy contained herein). (f) Until the consummation of the First Closing, the Stockholder will not and will use its commercially reasonable efforts to cause its Affiliates or any of its or their directors, officers, employees, agents or representatives not to, (i) directly negotiate, authorize, recommend, enter into or indirectly solicitpropose to enter into, initiate with any person other than Investor or encourage the submission ofpersons designated by Investor, any Takeover Proposal or Competing Transaction, (ii) directly or indirectly participate continue to engage in any pending discussions or negotiations regardingwith any third party concerning any previously proposed Competing Transaction, (iii) knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals, indications of interest or offers in respect of a Competing Transaction, or (iv) knowingly furnish or cause to be furnished to any person any information with respect to, or take any other action to facilitate any inquiries or the making in furtherance of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposala Competing Transaction. (eg) So long The Stockholder shall from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents, agreements, proxies and other instruments as Ipsen shall reasonably request for the Merger Agreement has not been terminatedpurpose of effectively carrying out the transactions contemplated by this Agreement. (h) Until the consummation of the First Closing, the Stockholder shall tender pursuant not issue any press release or make any other public statement with respect to Investor, the Company, the Investment Documents, the Investment Transactions or any transactions contemplated thereby, except to the Offerextent required by Applicable Law (and in such case, and not withdraw, all of the Subject Shares and Subject Warrantsonly following notice to Ipsen).

Covenants of the Stockholder. The Until the earlier of the Closing Date and the termination of this Agreement in accordance with Section 9, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company Parent or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (and each class thereof) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger)Alternative Transaction, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the CompanyParent's Articles certificate of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatesParent, which amendment or other proposal or transaction would in any manner could impede, frustrate, prevent or nullify the MergerPurchase Agreement, the Merger Agreement Related Documents or any of the other transactions contemplated by thereby or change in any manner the Merger Agreementvoting rights of any class of Parent's capital stock, or (iii) any action that could cause Parent to breach any representation, warranty or covenant contained in the Purchase Agreement or the Related Documents. The Stockholder further agrees not to enter into any agreement or take any action inconsistent with the foregoing. (cb) The Stockholder agrees shall not to (iA) 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 the Options or any interest therein or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) Options to any person other than Sub or Sub's designee Person or (iiB) enter into any voting arrangement, directly or indirectly, whether by proxy, voting agreement or otherwise, in connectionrespect of the Subject Shares or the Options, directly and the Stockholder agrees not to commit or indirectly, with agree to take any Takeover Proposalof the foregoing actions. (dc) The Except as permitted by the Purchase Agreement, the Stockholder shall not, nor shall the Stockholder permit he cause any investment banker, attorney financial advisor, attorney, accountant or other adviser representative, to, directly or representative of the Stockholder toindirectly, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect toincluding by way of furnishing information), or take any other action to facilitate facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected lead to lead to, any Takeover Proposal, an Alternative Transaction or (iiiii) enter into participate in any agreement with respect discussions or negotiations regarding any proposed Alternative Transaction. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any investment banker, financial advisor, attorney, accountant or other representative of such Stockholder, whether or not such Person is purporting to or approve or recommend any Takeover Proposalact on behalf of the Stockholder, shall be deemed to be a violation of this Section 4(c) by the Stockholder. (ed) So long The Stockholder, and any beneficiary of a revocable trust for which such Stockholder serves as trustee, shall not take any action to revoke or terminate such trust or take any other action which would restrict, limit or frustrate in any way the Merger Agreement has not been terminatedtransactions contemplated by this Agreement, the Stockholder shall tender pursuant Purchase Agreement or the Related Documents. Each such beneficiary hereby acknowledges and agrees to be bound by the Offer, and not withdraw, all terms of the Subject Shares and Subject Warrantsthis Agreement applicable to it.

Covenants of the Stockholder. The Stockholder covenants and agrees as follows: (a) At any meeting of the stockholders of the Company called to vote upon the Merger and Agreement, the Merger Agreement or any other Transactions, or at any adjournment thereof or postponement thereof, or in any other circumstances upon which a vote, consent consent, adoption or other approval (including by written consent solicitation) with respect to the Merger and Agreement, the Merger Agreement or any other Transactions is sought, the Stockholder shall vote (or cause to be voted) all of the Subject Shares of the Stockholder (owned of record or beneficially) in favor of the Mergerof, and shall consent in writing to (or cause to be consented in writing to), the approval adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by the Merger AgreementTransactions. (b) At any meeting of the stockholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which the Stockholder's a vote, consent consent, adoption or other approval (including by written consent solicitation) is sought, the Stockholder shall vote (or cause to be voted) all the Subject Shares against of the Stockholder (owned of record or beneficially) against, and shall not consent in writing to (and shall cause not to be consented in writing to), any of the following (or any agreement to enter into, effect, facilitate or support any of the following): (i) any merger agreement Takeover Proposal or merger (other than the Merger Agreement transaction or occurrence that if proposed and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by offered to the Company or its stockholders (or any other of them) would constitute a Takeover Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Articles of Incorporation or Company Charter, the Company By-laws or the Company Rights Agreement or other proposal proposal, action or transaction involving the Company or any of its affiliatesstockholders, which amendment or other proposal proposal, action or transaction would could reasonably be expected to prevent or materially impede or delay the consummation of the Merger or the other Transactions or to dilute the benefits to Parent of the Merger and the other Transactions, or change in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any voting rights of the other transactions contemplated by the Merger AgreementCompany Common Stock (collectively, "Frustrating Transactions"). (c) The Other than pursuant to this Agreement, the Stockholder agrees shall not to (i) sell, transfer, pledge, assign or otherwise dispose ofof (including by gift) (collectively, "Transfer") or enter into any contractContract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition Transfer of, or the creation or offer of any derivative security in respect of, any Subject Shares Shares, to or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to with any person other than Sub or Sub's designee pursuant to the Merger or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any Subject Shares, and shall not commit or agree to take any of the foregoing actions. The Stockholder shall not, nor shall the Stockholder permit any entity under the Stockholder's control to, deposit any Subject Shares in connection, directly or indirectly, with any Takeover Proposala voting trust. (d) The Stockholder shall not, nor shall the Stockholder facilitate any action by any of its subsidiaries to, nor shall it authorize or permit any investment bankerdirector, attorney officer, employee, consultant or other adviser Representative of the Stockholder or representative facilitate any action by any director, officer, employee, consultant or Representative of any subsidiaries of the Stockholder to, directly or indirectly (i) directly or indirectly solicit, initiate or encourage the submission ofor knowingly take any other action to facilitate, any Takeover Proposal or Frustrating Transaction, (ii) directly enter into any agreement with respect to any Takeover Proposal or indirectly Frustrating Transaction or (iii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (other than Parent and any of its affiliates and Representatives) any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any Takeover Proposal or Frustrating Transaction. The Stockholder shall promptly (and in no event later than 48 hours) advise Parent orally and in writing of any request for information that the Stockholder reasonably believes could lead to or contemplates a Takeover Proposal or of any Takeover Proposal, or any inquiry made to the Stockholder that could reasonably be expected to lead to any Takeover Proposal and the material terms and conditions of such request, Takeover Proposal or inquiry (iiiincluding any subsequent amendment or other modification to such terms and conditions) enter into and the identity of the person making any agreement such request, Takeover Proposal or inquiry. The Stockholder shall promptly keep Parent informed in all material respects of the status and material details (including material amendments or proposed material amendments) of any such request, Takeover Proposal or inquiry. (i) The Stockholder shall use its commercially 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 the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions; provided, however, the foregoing shall not require the expenditure of material funds by the Stockholder and shall not require the Stockholder to take actions that are required to be taken by the Company pursuant to the Merger Agreement other than as specifically provided in this Agreement. The Stockholder shall not commit or agree to take any action inconsistent with the Transactions. (ii) The Stockholder shall not, nor shall the Stockholder facilitate any action by any of its subsidiaries or any of their Representatives to, nor shall the Stockholder authorize or permit any of its Representatives to, directly or indirectly, issue any press release or make any other public statement with respect to the Merger Agreement, this Agreement, the Merger or approve or recommend any Takeover Proposalother Transactions without the prior written consent of Parent, except as may be required by applicable Law. (ef) So long as The Stockholder hereby waives any appraisal rights with respect to any and all shares of Company Capital Stock owned (of record or beneficially) by the Stockholder in connection with the Merger Agreement has not been terminated, that the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrantsmay have.

Covenants of the Stockholder. The From and after the date hereof ---------------------------- through and including the termination of this Agreement, the Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended to adversely affect the Stockholder. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares (over which the Stockholder has sole voting power) against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Acquisition Proposal or (ii) any amendment of the Company's Articles articles of Incorporation incorporation or Byby-laws or other proposal or transaction involving the Company or any of its affiliatessubsidiaries, 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. (c) The Stockholder hereby agrees that, except as contemplated by this Agreement and the Merger Agreement, the Stockholder shall not to (i) sell, transfer, pledge, assign or otherwise dispose of, of (including by gift) or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of (collectively, "Transfer"), or consent to or permit any Transfer of, any or all of the -------- Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee interest therein or (ii) enter into grant any voting arrangement, whether by proxy, voting agreement power-of-attorney or otherwise, other authorization in connection, directly or indirectly, with respect to the Subject Shares. Nothing in this Agreement shall prevent the conversion of the Subject Shares into other property in accordance with a statutory merger or share exchange or restrict in any Takeover Proposalmanner the Stockholder's right to transfer or alienate such property. (d) The Stockholder acknowledges that it is bound by the provisions of Section 7.1 of the Merger Agreement and shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, of any Takeover Acquisition Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Acquisition Proposal, or (iii) enter into any agreement with respect unless and solely to or approve or recommend any Takeover Proposalthe extent expressly permitted under Section 7.1 of the Merger Agreement. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall hereby agrees to validly tender pursuant to and in accordance with the terms of the Offer, and not withdrawas soon as practicable after commencement but in no event later than the then scheduled expiration date of the Offer, all of the Subject Shares by physical delivery of the certificates therefor (if such Subject Shares are certificated in the name of Stockholder), and not to withdraw such Subject WarrantsShares, except following a termination of the Offer pursuant to its terms. If such Subject Shares are currently held in the name of a broker or other nominee, Stockholder shall instruct the broker or nominee to deliver the securities by a book-entry transfer or other customary electronic means for delivery of securities in connection with a tender offer. Stockholder hereby authorizes Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the Company's stockholders is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) Stockholder's identity and ownership of the Subject Shares and the nature of Stockholder's commitments, arrangements and understandings under this Agreement. (f) Grant of Irrevocable Proxy;

Covenants of the Stockholder. The Stockholder agrees as follows: (a) At any meeting of stockholders of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval with respect to the Merger and the Merger Agreement is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares in favor of the Merger, the approval of the Merger Agreement and the approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which the Stockholder's vote, consent or other approval is sought, the Stockholder shall vote (or cause to be voted) the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal or (ii) any amendment of the Company's Articles of Incorporation or By-laws or other proposal or transaction involving the Company or any of its affiliates, 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. (c) The Stockholder agrees not to (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the sale, transfer, pledge, assignment or other disposition of, the Subject Shares or Subject Warrants (or any option or warrant to purchase Shares or Warrants, except for any sale or transfer to the Company) to any person other than Sub or Sub's designee or (ii) enter into any voting arrangement, whether by proxy, voting agreement or otherwise, in connection, directly or indirectly, with any Takeover Proposal. (d) The Stockholder shall not, nor shall the Stockholder permit any investment banker, attorney or other adviser or representative of the Stockholder to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Takeover Proposal or (ii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (iii) enter into any agreement with respect to or approve or recommend any Takeover Proposal. (e) So long as the Merger Agreement has not been terminated, the Stockholder shall tender pursuant to the Offer, and not withdraw, all of the Subject Shares and Subject Warrants. (f) The Stockholder shall deliver the Will▇▇▇▇ ▇▇▇es (as defined in the Merger Agreement) upon the purchase of the Shares by Sub pursuant to the Offer or at the Effective Time (as defined in the Merger Agreement), whichever is earlier, and shall cancel the Will▇▇▇▇ Notes upon payment by Sub by wire transfer of immediately available funds to an account specified in writing by the Stockholder of the principal amount and any accrued interest on the Will▇▇▇▇ ▇▇▇es.