Common use of Covenants of the Stockholder Clause in Contracts

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby. (b) 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 (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) 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 any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until The Stockholder hereby covenants and agrees that during the termination term hereof: (a) The Stockholder shall not enter into any transaction, take any action or by inaction permit any event to occur, that would result in any of this Agreement in accordance with Section 5 the representations or warranties of the Stockholder herein contained not being true and correct at and as of (i) the period from time immediately after the occurrence of such transaction, action or event or (ii) the date of this Agreement to any Closing of the date purchase of such termination, Shares. Without limiting the “Term”)generality of the foregoing, the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which that the Stockholder is entitled to votewill not sell, consent transfer, pledge, hypothecate, assign or give otherwise convey or dispose of, or enter into any contract, option, agreement or other approval (including by written consent) arrangement or understanding with respect to the Merger sale, transfer, pledge, assignment, conveyance or the Merger Agreementother disposition of, the Stockholder will vote (any Shares, other than to or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of Holder or Holder's assignee, or in connection with the Merger Agreement or an Acquisition Transaction between Company and the approval Holder, Newco or another subsidiary of the Merger and the consummation of all of the transactions contemplated therebyHolder (a "Holder Acquisition Transaction"). (b) At the Stockholders Meeting The Stockholder hall not, nor shall it authorize or permit any of its Representatives to, directly or indirectly through another Person, (i) solicit, initiate 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 encourage (including by written consent)way of furnishing information) or otherwise take any action to facilitate, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach making of any representation, warranty, covenant, agreement or other obligation of proposal that constitutes an Acquisition Proposal relating to the Stockholder under this Agreement Company or (ii) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any such Acquisition Proposal. The Stockholder shall provide immediate oral and written notice to the Holder of (1) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any such Acquisition Proposal, whether (2) the material terms and conditions of any such Acquisition Proposal or not constituting a Superior Proposalinquiry, and (3) the identity of such Person or entity making any such Acquisition Proposal or inquiry. The Stockholder shall continue to keep the Holder informed of the status and details of any such Acquisition Proposal or inquiry. (c) The Stockholder agrees hereby waives any rights of appraisal or rights to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or dissent from the Merger Agreement so that all of such Stockholder may under Section 262 the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote DGCL or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreementotherwise. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the any meeting of the stockholders of Parent to approve the Company called, convened and held for the purpose issuance of obtaining the approval of the Company’s stockholders for the adoption of Parent Common Stock pursuant to the Merger Agreement (the “Stockholders MeetingParent Stockholder Issuance”) (including ), or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Parent Common Stock to approve the Parent Stockholder Issuance or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to a vote, consent or give any other approval (including by written consent) with respect to of the Merger or the Merger AgreementParent Stockholder Issuance is sought, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated therebyforegoing. (b) At the Stockholders Meeting Any vote required to be cast or consent required to be executed pursuant to this Section 4 shall be cast (or at any adjournment or postponement thereofconsent shall be given) and in any other circumstance in which by the Stockholder in accordance with such procedures relating thereto so as to ensure that it is entitled duly counted, including for purposes of determining whether a quorum is present. (c) Prior to votethe time the Parent Stockholder Approval is received, consent other than this Agreement, the Stockholder shall not (i) sell, transfer, exchange, assign, or give any other approval tender or dispose of (including by written consentgift) (collectively, “Transfer”), or enter into any Contract with respect to the Stockholder will vote (or cause to be voted) all of the Transfer of, any Subject Shares then beneficially owned by to any Person or any rights to acquire any securities or equity interests of Parent to any Person other than pursuant to the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Merger Agreement or (ii) grant any Acquisition Proposalproxies (other than any proxy to approve the Parent Stockholder Issuance at, whether or not constituting a Superior Proposal. (c) 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 any applicable record date (eachadjourn, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings meeting of the stockholders of Parent or any proxy granted (that is unrelated to the Company called Parent Stockholder Issuance) in connection with the taking of any action that would not be reasonably likely to vote on materially delay or prevent the consummation of the Parent Stockholder Issuance) or enter into any matter contemplated voting trust or other similar agreement or arrangement, whether by this Agreement proxy, voting agreement or otherwise, with respect to any Subject Shares or any rights to acquire any securities or equity interests of Parent and shall not commit or agree to take any of the Merger Agreement so that all of foregoing actions. Notwithstanding anything to the contrary set forth herein, the Stockholder may Transfer 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 any Affiliate of the Stockholder or any partner, stockholder or member of the Stockholder or any of its Affiliates so long as such Person agrees in writing to be bound by the terms of this Agreement with respect to such Subject Shares in by executing the manner required by this Agreement.joinder agreement attached hereto as Exhibit A. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTThe Stockholder hereby agrees that, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEin the event (i) of any stock dividend, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONstock split, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF THIS AGREEMENTrecapitalization, reclassification, combination or exchange of shares of capital stock of Parent of, or affecting, the Subject Shares, (ii) that the Stockholder purchases or otherwise acquires beneficial ownership of or an interest in any shares of capital stock of Parent after the execution of this Agreement (including by conversion) or (iii) that the Stockholder voluntarily acquires the right to vote or share in the voting of any shares of capital stock of Parent other than the Subject Shares (collectively, the “New Shares”), the Stockholder shall deliver promptly to the Company written notice of its acquisition of New Shares which notice shall state the number of New Shares so acquired. 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5The Stockholder agrees that any New Shares acquired or purchased by the Stockholder shall be subject to the terms of this Agreement, including the representations and warranties set forth in Section 1, and shall constitute Subject Shares to the same extent as if those New Shares were owned by the Stockholder on the date of this Agreement. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder covenants and agrees with for the benefit of Parent and Merger Sub as followsthat, until the Expiration Date, such Stockholder will: (a) At the meeting of the stockholders of the Company callednot, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including directly or indirectly, sell, transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any adjournment contract, option or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent arrangement or give any other approval (including by written consent) understanding with respect to the Merger sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or the Merger Agreementother disposition of, the Stockholder will vote (or cause to be voted) all any of the Subject Shares then beneficially owned by the Stockholder in favor or any interest therein, provided that this restriction shall not apply to any sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or disposition (or contract, option, arrangement or understanding with respect thereto) to any person who agrees to be bound by the terms of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby.this Agreement; (b) At the Stockholders Meeting (not grant any powers of attorney or at proxies or consents in respect of any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder, deposit any of such Shares into a voting trust, enter into a voting agreement with respect to any of such Shares or otherwise restrict the ability of the holder of any of the Shares beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal.freely to exercise all voting rights with respect thereto; (c) The Stockholder agrees to be present (in person or by proxy) or to not, and shall direct and cause the holder Stockholder's agents not to: (i) initiate, solicit or holders seek, directly or indirectly, any inquiries or the making or implementation of record any proposal or 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 any purchase of all or any substantial portion of the Subject Shares on assets or any applicable record date (eachequity securities of, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called (an "Acquisition Proposal"); (ii) engage in any negotiations concerning an Acquisition Proposal, or provide any confidential information or data to, or have any substantive discussions with, any person relating to vote on an Acquisition Proposal; or (iii) otherwise cooperate in any matter contemplated by this Agreement effort or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetingsattempt to make, and to vote implement or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement.accept an Acquisition Proposal; (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTshall notify Parent immediately if any inquiries, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEproposals or offers related to an Acquisition Proposal are received by, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONany confidential information or data in connection with an Acquisition Proposal is requested from, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5or 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 any of 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) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISALtake, DISSENT OR ANY SIMILAR OR RELATED MATTERor cause to be taken, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAWall action, WITH RESPECT TO THE MERGERand do, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYor cause to be done, all reasonable things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) Except as contemplated by the terms of this Agreement (including, without limitation to Section 1(d)), Stockholder shall not, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Securities to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Securities 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; provided, however, that the Stockholder may transfer all or any part of his Securities to any sibling or any other member of his immediate family, any of his lineal descendants or any trust for the benefit of any of them, if the recipient of the Securities agrees in advance in writing delivered to Parent to be bound by this Agreement. (b) 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 acting on behalf of or at the direction of the Stockholder (a "Stockholder Representative") to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined in the Merger Agreement) or (ii) participate in any discussions or negotiations regarding any Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by a Stockholder Representative shall be deemed to be a violation of this Section 1(b) by the Stockholder. (c) At the any meeting of the stockholders of the Company called, convened called to vote upon the Merger and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including or at any adjournment thereof or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to a vote, consent or give any other approval (including by written consent) with respect to the Merger or and the Merger AgreementAgreement is sought from the stockholders of the Company, the Stockholder will shall, including by initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder such Stockholder's Securities in favor of approving the Merger, the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and the consummation calling of all a special meeting of the transactions contemplated thereby. (b) stockholders of the Company to consider any of the foregoing. At any meeting of stockholders of the Stockholders Meeting (Company or at any adjournment thereof or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to Stockholder's vote, consent or give any other approval (including by written consent)is sought, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder Stockholder's Securities against (i) any action or omission that would result in a breach of any representation, warranty, covenant, merger agreement or merger (other obligation than the Merger Agreement and the Merger), consolidation, combination, sale or license of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Stockholder under this Agreement Company or any other Takeover Proposal (as defined in the Merger Agreement) (collectively, "Alternative Transactions"), or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) The Stockholder agrees to be present (in person or by proxy) or to cause the holder or holders of record of all amendment of the Subject Shares on Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company or any applicable record date (each, of its subsidiaries or any motion at a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings meeting of the stockholders of the Company called to vote on Company, which amendment or other proposal or transaction or motion would in any matter contemplated by this Agreement manner impede, frustrate, prevent or nullify, the Merger, the Merger Agreement so that all or any of the Subject Shares will be counted for other transactions contemplated by the purpose Merger Agreement including any consent to the treatment of determining the presence of a quorum at any Securities in or in connection with such meetingstransaction (collectively, and to vote or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement"Frustrating Transactions"). (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTNotwithstanding Sections 1(a) and (c), THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEParent and Subsidiary in reliance upon Stockholder's representations and warranties contained in Section 3(e), ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONagree that: (i) Stockholder may cause the Distribution (as defined in Section 3(e)) to be made; and (ii) upon the effective date of the Distribution (or such earlier date, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5if any, as any Securities are required to be distributed in the event of an amendment of the Prince Partnership Agreement), Stockholder shall cease to be bound by Section 1(c), and the irrevocable proxy granted by Section 2 shall terminate, with respect to any vote or consent that has not yet occurred (whether or not the applicable record date has passed) and each Distributee (as defined in Section 3(e)) shall be free to vote or consent as such Distributee chooses; provided, -------- however, that Stockholder shall continue to be bound by all provisions of ------- this Agreement with respect to any other Securities over which he retains the power to vote after the effective date of the Distribution. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting The Stockholder shall not, directly or indirectly, (i) sell, transfer (including by operation of the stockholders of the Company calledlaw), convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or other arrangement (including any adjournment 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; 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 Parent called to vote upon the Parent Voting Proposal or at any adjournment, postponement thereof) and or recess thereof or in any other circumstance in circumstances upon which the Stockholder is entitled to a vote, consent or give any other approval (including by written consent) is sought with respect to the Merger or the Merger AgreementParent Voting Proposal, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder Securities: (i) in favor of the adoption approval of the issuance of shares of Parent Class A Common Stock in the Merger pursuant to the terms of the Merger Agreement Agreement; (ii) against any 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 Parent 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 approval timely consummation of the Merger and or the consummation fulfillment of all of Parent’s, the transactions contemplated thereby. (b) At Company’s, Merger Sub One’s or Merger Sub Two’s conditions under the Stockholders Meeting (Merger Agreement or at any adjournment or postponement thereof) and change in any other circumstance in which manner the Stockholder is entitled to vote, consent or give voting rights of any other approval security of Parent (including by written consentany amendments to Parent’s charter or bylaws), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) The Stockholder agrees shall use commercially reasonable efforts to take, or cause to be present (in person or by proxy) or to cause the holder or holders of record of taken, all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetingsreasonable actions, and to vote do, or cause each Record Holder to vote be done, all things reasonably necessary to fulfill the Stockholder’s obligations under this agreement, including, without limitation, attending, if applicable, the Parent Stockholder Meeting or any adjournment, postponement or recess thereof (or executing valid and effective proxies to any other attending participant of the Subject Shares a Parent Stockholder Meeting in the manner required by this Agreementlieu of attending such Parent Stockholder Meeting or any adjournment, postponement or recess thereof). (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5The Stockholder shall not exercise any rights (including under Section 262 of the Delaware General Corporation Law) to demand appraisal of any Shares that may arise with respect to the Merger. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISALThe Stockholder authorizes and agrees to permit Parent, DISSENT OR ANY SIMILAR OR RELATED MATTERMerger Sub One and Merger Sub Two to publish and disclose in the 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, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAWarrangements and understandings under this Agreement and any other information required by applicable Law. None of the information relating to the Stockholder provided by or on behalf of the Stockholder in writing for inclusion in the Joint Proxy Statement/Prospectus will, WITH RESPECT TO THE MERGERat the respective times that the Joint Proxy Statement/Prospectus is filed with the SEC or is first mailed to the holders of the Parent Common Stock, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYcontain 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. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) 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 agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Securities to any person other than Parent or Parent's designee; (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to the Securities 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; provided, however, that any Stockholder that is an individual may transfer all or any part of his or her Securities to any sibling or any other member of his or her immediate family, any of his or her lineal descendants or any trust for the benefit of any of them, if the recipient of the Securities agrees in advance in writing delivered to Parent to be bound by this Agreement. Notwithstanding subsection (i) above, Stockholder may sell up to 65,000 shares of Company Common Stock for the limited purpose of satisfying any cash settlement of, or the unwinding of, his "zero-cost collar" arrangement which expires on March 9, 1999, as identified on Stockholder's Form 4 for March, 1998, filed with the Securities and Exchange Commission on April 10, 1998, if Stockholder has complied with the following: (x) Stockholder has complied with all legal obligations in order to sell such shares, including without limitation, compliance with all applicable securities laws and regulations, compliance with all xxxxxxx xxxxxxx legislation and policies and receipt of an opinion of counsel authorizing such sale, if necessary, and (y) Stockholder has provided Parent with at least ten (10) days prior written notice of his intention to sell such shares, with appropriate documentation evidencing compliance with (x) above, such documentation to be reasonably acceptable to Parent, and (z) such sale does not in any way jeopardize or otherwise alter the pooling of interest accounting treatment of the Merger, as determined in the sole discretion of Parent. (b) Except as specifically provided in 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 acting on behalf of or at the direction of the Stockholder (a "Stockholder Representative") to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Alternative Proposal (as defined in the Merger Agreement) or (ii) participate in any discussions or negotiations regarding any Alternative Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by a Stockholder Representative shall be deemed to be a violation of this Section 1(b) by the Stockholder. (c) At the any meeting of the stockholders of the Company called, convened called to vote upon the Merger and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including or at any adjournment thereof or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to a vote, consent or give any other approval (including by written consent) with respect to the Merger or and the Merger AgreementAgreement is sought from the stockholders of the Company, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder Stockholder's Securities in favor of approving the Merger, the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and the consummation calling of all a special meeting of the transactions contemplated thereby. (b) stockholders of the Company to consider any of the foregoing. At any meeting of stockholders of the Stockholders Meeting (Company or at any adjournment thereof or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to Stockholder's vote, consent or give any other approval (including by written consent)is sought, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder Stockholder's Securities against (i) any action or omission that would result in a breach of any representationAlternative Proposal, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) The Stockholder agrees to be present (in person or by proxy) or to cause the holder or holders of record of all amendment of the Subject Shares on Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company or any applicable record date (each, of its subsidiaries or any motion at a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings meeting of the stockholders of the Company called to vote on Company, which amendment or other proposal or transaction or motion would in any matter contemplated by this Agreement manner impede, frustrate, prevent or nullify, the Merger, the Merger Agreement so that all or any of the Subject Shares will be counted for other transactions contemplated by the purpose of determining the presence of a quorum at such meetingsMerger Agreement (collectively, and to vote or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreement"Frustrating Transactions"). (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder hereby covenants and agrees with Parent and Merger Sub as follows: 6.1 While this Agreement is in effect, and except as expressly contemplated hereby, not to sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (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 or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares owned beneficially and of record by the Stockholder, any Shares acquired by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person or 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 refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or 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 of its representatives to, and shall not permit any of its representatives to, directly or indirectly, (a) At solicit, initiate or encourage, or take any other action to facilitate, the meeting submission of any Acquisition Proposal or any proposal with respect to any matter described in Section 6.1 hereof or (b) participate in or encourage any 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, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal or any matter described in Section 6.1, and the Stockholder will take all necessary steps to inform its respective representatives of the stockholders of obligations undertaken by the Company calledStockholder pursuant to this Section 6.3. 6.4 While this Agreement is in effect, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement it shall notify Parent promptly (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance event within one business day) in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all writing of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby. (b) 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 (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach the number of any representationadditional Shares acquired by the Stockholder, warrantyif any, covenant, agreement or other obligation of after the Stockholder under this Agreement or date hereof and (ii) any Acquisition Proposalsuch inquiries or proposals that are received by, whether any such information which is requested from, or not constituting a Superior Proposalany such negotiations or discussions that are sought to be initiated or continued with, the Stockholder with respect to any matter described in Section 6.1 or 6. (c) 6.5 The Stockholder agrees to be present (in person will not take any action which would have the effect of preventing or by proxy) or to cause disabling the holder or holders of record of all of Stockholder from performing the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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 Stockholder's obligations under this Agreement. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until The Stockholder hereby covenants and agrees that during the termination term hereof: (a) The Stockholder shall not enter into any transaction, take any action or by inaction permit any event to occur, that would result in any of this Agreement in accordance with Section 5 the representations or warranties of the Stockholder herein contained not being true and correct at and as of (i) the period from time immediately after the occurrence of such transaction, action or event or (ii) the date of this Agreement to any Closing of the date purchase of such termination, Shares. Without limiting the “Term”)generality of the foregoing, the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which that the Stockholder is entitled to votewill not sell, consent transfer, pledge, hypothecate, assign or give otherwise convey or dispose of, or enter into any contract, option, agreement or other approval (including by written consent) arrangement or understanding with respect to the Merger sale, transfer, pledge, assignment, conveyance or the Merger Agreementother disposition of, the Stockholder will vote (any Shares, other than to or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of Holder or Holder's assignee, or in connection with the Merger Agreement or an Acquisition Transaction between Company and the approval Holder, Newco or another subsidiary of the Merger and the consummation of all of the transactions contemplated therebyHolder (a "Holder Acquisition Transaction"). (b) At the Stockholders Meeting The Stockholder hall not, nor shall it authorize or permit any of its Representatives to, directly or indirectly through another Person, (i) solicit, initiate 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 encourage (including by written consent)way of furnishing information) or otherwise take any action to facilitate, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach making of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement proposal that constitutes an Acquisition Proposal relating to Holder or (ii) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any such Acquisition Proposal. The Stockholder shall provide immediate oral and written notice to the Holder of (1) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any such Acquisition Proposal, whether (2) the material terms and conditions of any such Acquisition Proposal or not constituting a Superior Proposalinquiry, and (3) the identity of such Person or entity making any such Acquisition Proposal or inquiry. The Stockholder shall continue to keep the Holder informed of the status and details of any such Acquisition Proposal or inquiry. (c) The Stockholder agrees hereby waives any rights of appraisal or rights to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or dissent from the Merger Agreement so that all of such Stockholder may under Section 262 the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote DGCL or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreementotherwise. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until Each of Cyprus and the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such terminationSubsidiary Stockholders, the “Term”)as applicable, the Stockholder agrees with, and covenants and agrees with to, Parent and Merger Sub as follows: (a) At the meeting Such Stockholder shall not (i) other than transfers to a wholly owned subsidiary of the stockholders such Stockholder that remains a wholly owned subsidiary of the Company calledsuch Stockholder so long as it holds any Shares, convened and held transfer (which term shall include, without limitation, for the purpose purposes of obtaining the approval of the Company’s stockholders this Agreement, any sale, gift, pledge, encumbrance (other than an unforeclosed pledge or encumbrance for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which financing purposes where the Stockholder is entitled to vote, consent or give any other approval (including by written consent) retains sole voting power with respect to all pledged securities), encumbrance or other disposition), or consent to any transfer of, any or all the Shares or any interest therein, except pursuant to the Merger or and the Merger Agreement, the Stockholder will (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, except under or in accordance with this Agreement or (iv) deposit such Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Shares or otherwise limit such Stockholder's power to vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated therebyits Shares. (b) At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which Effective Time, Cyprus shall provide the Stockholder is entitled to vote, consent or give any other approval (including undertakings contemplated by written consent), the Stockholder will vote (or cause to be voted) all Section 4.06 of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior ProposalMerger Agreement. (c) The Such Stockholder agrees shall not, nor shall it permit any director, officer, employee, investment banker, attorney or other adviser or representative of the Stockholder to, directly or indirectly, (i) solicit or initiate, or encourage the submission of, any Competing Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public 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 Competing Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any such director, officer, employee, investment banker, attorney or other adviser or representative of such Stockholder shall be deemed to be present (in person or violation of this Section 6(c) by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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 AgreementStockholder. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTSuch Stockholder believes that the consummation of the Merger is in the best interest of the Company. Accordingly, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEsuch Stockholder hereby ratifies the decision by the Board of Directors of the Company to agree to Section 4.07 of the Merger Agreement, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5and such Stockholder hereby confirms in writing such ratification. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISALCyprus agrees to defend, DISSENT OR ANY SIMILAR OR RELATED MATTERindemnify and hold harmless Parent and its subsidiaries and affiliates against one-half of the amount by which any entity-level value-added tax (including any interest or penalties arising therefrom) imposed upon or asserted against Kubaka with respect to taxable periods ending on or before December 31, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW1997 (each, WITH RESPECT TO THE MERGERa "Pre-1998 VAT Tax Period") exceeds US$4,200,000; provided, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYhowever, that Cyprus shall not be required to make aggregate payments in excess of US$6,000,000 pursuant to this Section 6(e). Parent and the Company shall provide Cyprus with drafts of any entity-level value-added tax return, report, declaration or certification (each, a "VAT Tax Return") reporting, reflecting or relating to Kubaka for any Pre-1998 VAT Tax Period at least 30 days prior to the date such VAT Tax Return is required to be filed. Cyprus shall provide comments upon such VAT Tax Returns within 10 days of the receipt thereof, and Parent and the Company shall consider in good faith all reasonable comments of Cyprus relating to Kubaka. Within 10 days of receipt of Cyprus' comments, Parent or the Company shall provide Cyprus a detailed explanation of its reasons for rejecting any such comments. The failure to timely provide such an explanation shall be deemed an acceptance of such comments, and Parent and the Company shall be obligated to incorporate such comments in the VAT Tax Return. In the event that Parent or the Company timely provides such an explanation and Cyprus disagrees with such explanation, the matter shall be submitted to a nationally recognized U.S. accounting firm mutually acceptable to Cyprus, Parent and the Company, which firm shall conclusively resolve the matter prior to the date on which such VAT Tax Return is required to be filed. In addition, no amended VAT Tax Return reporting, reflecting or relating to Kubaka for any Pre-1998 VAT Tax Period shall be filed without the prior written consent of Cyprus, which consent shall not be unreasonably withheld or delayed. To the extent permitted by the constitutive documents of Kubaka as in effect on the date hereof, Cyprus shall control, manage and be responsible for any audit, contest, litigation, claim, proceeding or inquiry (each, a "VAT Proceeding") with respect to the entity- level value-added taxes arising from or relating to Kubaka for any Pre-1998 VAT Tax Period and shall have the right to settle or compromise any such VAT Proceeding without the consent of Parent or the Company; provided, however, that in the case of any settlement or compromise resulting in the imposition of more than US$16.2 million in total entity-level value-added taxes (including any interest or penalties arising therefrom) on Kubaka for all Pre-1998 VAT Tax Periods, Cyprus shall not settle or compromise such VAT Proceeding without the consent of Parent and the Company, which consent shall not be unreasonably withheld or delayed. (f) Such Stockholder shall use all reasonable efforts to obtain all Governmental Consents required to consummate the transactions contemplated hereby.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder hereby covenants and agrees with Parent and Merger Sub as followsthat during the term hereof: (a) At the meeting The Stockholder shall not enter into any transaction, take any action or by inaction permit any event to occur, that would result in any of the stockholders representations or warranties of the Company calledStockholder herein contained not being true and correct at and as of (i) the time immediately after the occurrence of such transaction, convened and held for action or event or (ii) the purpose date of obtaining the approval any Closing of the Company’s stockholders for the adoption purchase of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated therebyShares. (b) At the Stockholders Meeting The Stockholder shall not, nor shall it authorize or permit any of its Representatives to, directly or indirectly through another Person, (i) solicit, initiate 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 encourage (including by written consent)way of furnishing information) or otherwise take any action to facilitate, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach making of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement proposal that constitutes an Acquisition Proposal relating to Holder or (ii) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any such Acquisition Proposal, whether other than in connection with a transfer solely of its Shares. The Stockholder shall provide immediate oral and written notice to the Holder of (1) the receipt of any such Acquisition Proposal or not constituting a Superior any inquiry which could reasonably be expected to lead to any such Acquisition Proposal, (2) the material terms and conditions of any such Acquisition Proposal or inquiry, and (3) the identity of such Person or entity making any such Acquisition Proposal or inquiry. The Stockholder shall continue to keep the Holder informed of the status and details of any such Acquisition Proposal or inquiry. (c) The Stockholder agrees hereby waives any rights of appraisal or rights to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or dissent from the Merger Agreement so that all of such Stockholder may under Section 262 the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote DGCL or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreementotherwise. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until The Stockholder hereby: (a) agrees to promptly notify the termination SPAC of the number of any new Securities acquired by the Stockholder after the date hereof and prior to the Expiration Date (any such Securities being subject to the terms of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially though owned by the Stockholder in favor on the date hereof), and any other changes to the number or type of Securities owned by Stockholder; (b) agrees to permit the SPAC to publish and disclose the Stockholder’s identity, ownership of the adoption Securities and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement, and, if deemed appropriate by the SPAC, a copy of this Agreement, in (i) the Registration Statement/Proxy Statement, (ii) any Form 8-K filed by the SPAC with the SEC in connection with the execution and delivery of the Merger Agreement and the approval Registration Statement/Proxy Statement, and (iii) any other documents or communications provided by the SPAC to any Governmental Authority or to securityholders of SPAC, in each case, to the Merger extent required by the federal securities Laws or the SEC or any other securities authorities; (c) shall and does authorize the consummation SPAC, and any of their respective counsels, to notify SPAC’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that the SPAC, or such counsel, as applicable, further notifies the SPAC’s transfer agent to lift and vacate the stop transfer order with respect to the Securities following the Expiration Date; (d) agrees not to take or agree or commit to take any action that would make any representation and warranty of the Stockholder contained in this Agreement inaccurate in any material respect; (e) agrees to provide to the SPAC, the Company and their respective Representatives any information regarding Stockholder or the Securities that is reasonably requested by the SPAC, the Company or their respective Representatives for inclusion in the Registration Statement; and (f) shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions contemplated thereby. (b) At herein without providing prior notice to the Stockholders Meeting (or at any adjournment or postponement thereof) Company and in any other circumstance in the SPAC, after which the Stockholder is entitled Company and the SPAC shall be provided reasonable time to vote, consent or give any other approval (including by written consent), consult with the Stockholder will vote (before any such public statements are made, unless such information was already made available publicly in reports filed with the SEC or cause is otherwise required by applicable Law; provided, nothing herein shall restrict the Stockholder’s right to be voted) all of furnish or disclose any information with respect to the Subject Shares then beneficially owned by Transactions or the Stockholder against transactions contemplated herein (i) any action to its limited partners, members or omission that would result in a breach of any representationshareholders, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposalas required by applicable Law, whether regulation, SEC or not constituting a Superior Proposal. stock exchange requirement or legal process, or (ciii) as permitted by the Merger Agreement. 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 any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetingsit shall not, and shall cause its Affiliates not to, indirectly accomplish or attempt to vote or cause each Record Holder accomplish that which it is not permitted to vote all of the Subject Shares in the manner required by accomplish directly under this Agreement. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until Each Stockholder hereby covenants and agrees that during the termination term hereof: (a) The Stockholder shall not enter into any transaction, take any action or by inaction permit any event to occur, that would result in any of this Agreement in accordance with Section 5 the representations or warranties of the Stockholder herein contained not being true and correct at and as of (i) the period from time immediately after the occurrence of such transaction, action or event or (ii) the date of this Agreement to any Closing of the date purchase of such termination, Shares. Without limiting the “Term”)generality of the foregoing, the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which that the Stockholder is entitled to votewill not sell, consent transfer, pledge, hypothecate, assign or give otherwise convey or dispose of, or enter into any contract, option, agreement or other approval (including by written consent) arrangement or understanding with respect to the Merger sale, transfer, pledge, assignment, conveyance or the Merger Agreementother disposition of, the Stockholder will vote (any Shares, other than to or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of Holder or Holder's assignee, or in connection with the Merger Agreement or an Acquisition Transaction between Company and the approval Holder, Newco or another subsidiary of the Merger and the consummation of all of the transactions contemplated therebyHolder (a "Holder Acquisition Transaction"). (b) At the Stockholders Meeting The Stockholder shall not, nor shall it authorize or permit any of its Representatives to, directly or indirectly through another Person, (i) solicit, initiate 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 encourage (including by written consent)way of furnishing information) or otherwise take any action to facilitate, the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach making of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement proposal that constitutes an Acquisition Proposal relating to Holder or (ii) participate in any discussions or negotiations regarding, any proposal that constitutes, or may reasonably be expected to lead to, any such Acquisition Proposal. The Stockholder shall provide immediate oral and written notice to the Holder of (1) the receipt of any such Acquisition Proposal or any inquiry which could reasonably be expected to lead to any such Acquisition Proposal, whether (2) the material terms and conditions of any such Acquisition Proposal or not constituting a Superior Proposalinquiry, and (3) the identity of such Person or entity making any such Acquisition Proposal or inquiry. The Stockholder shall continue to keep the Holder informed of the status and details of any such Acquisition Proposal or inquiry. (c) The Stockholder agrees hereby waives any rights of appraisal or rights to be present (in person or by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or dissent from the Merger Agreement so that all of such Stockholder may under Section 262 the Subject Shares will be counted for the purpose of determining the presence of a quorum at such meetings, and to vote DGCL or cause each Record Holder to vote all of the Subject Shares in the manner required by this Agreementotherwise. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until Each of Cyprus and the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination----------------------------- Subsidiary Stockholders, the “Term”)as applicable, the Stockholder agrees with, and covenants and agrees with to, Parent and Merger Sub as follows: (a) At the meeting Such Stockholder shall not (i) other than transfers to a wholly owned subsidiary of the stockholders such Stockholder that remains a wholly owned subsidiary of the Company calledsuch Stockholder so long as it holds any Shares, convened and held transfer (which term shall include, without limitation, for the purpose purposes of obtaining the approval of the Company’s stockholders this Agreement, any sale, gift, pledge, encumbrance (other than an unforeclosed pledge or encumbrance for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which financing purposes where the Stockholder is entitled to vote, consent or give any other approval (including by written consent) retains sole voting power with respect to all pledged securities), encumbrance or other disposition), or consent to any transfer of, any or all the Shares or any interest therein, except pursuant to the Merger or and the Merger Agreement, the Stockholder will (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all such Shares or any interest therein, (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Shares, except under or in accordance with this Agreement or (iv) deposit such Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Shares or otherwise limit such Stockholder's power to vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated therebyits Shares. (b) At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which Effective Time, Cyprus shall provide the Stockholder is entitled to vote, consent or give any other approval (including undertakings contemplated by written consent), the Stockholder will vote (or cause to be voted) all Section 4.06 of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior ProposalMerger Agreement. (c) The Such Stockholder agrees shall not, nor shall it permit any director, officer, employee, investment banker, attorney or other adviser or representative of the Stockholder to, directly or indirectly, (i) solicit or initiate, or encourage the submission of, any Competing Proposal or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public 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 Competing Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any such director, officer, employee, investment banker, attorney or other adviser or representative of such Stockholder shall be deemed to be present (in person or violation of this Section 6(c) by proxy) or to cause the holder or holders of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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 AgreementStockholder. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until Subject to the termination last sentence of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”)6.8, the Stockholder hereby covenants and agrees with Parent Provant and Merger Sub as followsAcquisition that he shall: (a) At take no action which the meeting Company may not take pursuant to Section 6.2; (b) take action and refrain from action to the extent required of the Company pursuant to Section 6.4; (c) vote, or cause to be voted, all of his Shares for the approval of each aspect of this Agreement (including the Merger) requiring the approval of the stockholders of the Company calledCompany, convened and held for the purpose of obtaining against the approval of any other agreement providing for a merger, consolidation, sale of assets or other business combination of the Company with any person or entity other than Provant or an entity controlled by Provant; (d) cause the Company to provide to Provant the notifications required of the Company under Section 6.7; (e) execute and deliver at the Closing the Employment Contract, the Non-Competition and Non-Disclosure Agreement and the Investment Letter; (f) subject to the other terms of this Agreement, (i) use all commercially reasonable to take whatever action may be reasonably necessary or desirable to effect, perform or confirm of record or otherwise in the Surviving Corporation full right, title and interest in and to the business, properties and assets now conducted or owned by the Company’s stockholders for , free and clear of all restrictions, liens, encumbrances, rights, title and interests in others (excepting only liens reflected on the adoption Balance Sheet or otherwise disclosed on the Disclosure Schedule) or to collect, realize upon, gain possession of, or otherwise acquire, full right, title and interest in and to such business, properties and assets; (ii) use his reasonable best efforts to take whatever action may be reasonably necessary or desirable carry out the intent and purposes of the Merger Agreement transactions contemplated hereby and to permit Provant to undertake and complete the IPO; (g) notify Provant in writing if at any time prior to a closing in connection with the “Stockholders Meeting”) (including IPO he shall obtain actual knowledge of any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) with respect facts relating to the Merger Company or its officers, directors, or stockholders that might make it necessary or appropriate to amend or supplement the Prospectus used in the registration statement filed in connection with the IPO in order to make the statements contained therein not misleading or comply with applicable law (with the delivery of any notice pursuant to this Section 6.8(g) not limiting or otherwise affecting the remedies available hereunder to the party receiving such notice); (h) execute and deliver such other instruments and take such other actions as may be reasonably required by the Company or the Merger Underwriter in order to carry out the intent of this Agreement and to complete and close the IPO, subject to the other terms of this Agreement, the Stockholder will vote ; and (i) satisfy (or cause to be votedsatisfied) all of prior to the Subject Shares then beneficially owned Effective Time any indebtedness to the Company owed by the Stockholder in favor or by any Affiliate of the adoption Stockholder (other than an Affiliate that is a subsidiary of the Merger Agreement and Company); PROVIDED that such indebtedness (up to the approval amount of the Merger and the consummation of all of the transactions contemplated thereby. (b) 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 (including by written consent), cash that the Stockholder will vote receive pursuant to Section 2.7) may be satisfied as of the Effective Time with cash to be so received by the Stockholder, and the Stockholder hereby authorizes Provant to offset any such indebtedness not repaid prior to the Effective Time against cash payable to or for the account of the Stockholder pursuant to Section 2.7. The Stockholder's obligations under subsections (or b), (d) and (f) of this Section 6.8 shall be limited to exercising such power as he possesses as an officer, director and stockholder of the Company, and in no event (i) shall the Stockholder be liable pursuant to such provisions for any failure of any action to be taken that is not within the Stockholder's power, in the aforesaid capacities, to cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representationperformed, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) shall the Stockholder be required to expend any Acquisition Proposal, whether or not constituting a Superior Proposalpersonal funds in furtherance of such obligations. (c) 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 any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the meeting [Each of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any adjournment or postponement thereof) and in any other circumstance in which Beneficial Owner and] [T][t]he Stockholder agree[s] that the Stockholder is entitled to shall vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreement, the Stockholder will vote (or cause to be voted, in person or by proxy, or by written consent, as applicable, the Covered Shares (i) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby. (b) At the Stockholders Meeting (or at any adjournment or postponement thereof) , and in any other circumstance matter that could reasonably be expected to facilitate the Merger until this Agreement terminates as provided in which Section 2(d), (ii) against any proposal or action that is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Stockholder is entitled to vote, consent Merger or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned transactions contemplated by the Stockholder Merger Agreement, (iii) against (i) any action or omission agreement that would could reasonably be expected to result in a breach of any representation, warranty, covenant, agreement covenant or other obligation of the Stockholder under this Company in connection with any agreement entered into by the Company or in connection with the Merger Agreement or that could reasonably be expected to preclude fulfillment of a condition precedent under the Merger Agreement or the Company’s obligation to consummate the Merger, and (iiiv) against any Acquisition Proposal. Until the Effective Time, whether in the event that any meeting of the stockholders of the Company is held with respect to any of the foregoing (and at every adjournment or not constituting a Superior Proposal. (c) The postponement thereof), the Stockholder agrees to be present (in person shall, or by proxy) or to shall cause the holder or holders of record of all of the Subject Covered Shares on any applicable record date (eachto, a “Record Holder”) appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of establishing a quorum and to be voted as required herein or respond to the request by the Company for written consent, as applicable. (b) The Stockholder agrees that until the termination of this Agreement as provided in person Section 2(d), that the Stockholder shall not, without the prior written consent of Parent, directly or indirectly, sell, transfer, hypothecate, grant a security interest in (after the date hereof), tender or permit the tender into any tender or exchange offer, or otherwise dispose of or encumber, enter into any voting agreement in respect of, or otherwise grant to any Person any right to vote or direct the voting of any of the Covered Shares or any options to acquire the Company Common Stock issued and outstanding pursuant to the Company Stock Plans except as contemplated by proxythe Merger Agreement. Notwithstanding the foregoing, in the case of any transfer by operation of law, this Agreement shall be binding upon and inure to the transferee. (c) at [Each of the Stockholders Meeting Beneficial Owner and] [T][t]he Stockholder agrees that until the termination of this Agreement as provided in Section 2(d),[ each of the Beneficial Owner and] the Stockholder shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (including i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any adjournment information to, any Person concerning a possible Acquisition Proposal; (iii) enter into any agreements or postponement thereofother instruments (whether or not binding) regarding an Acquisition Proposal; or (iv) furnish any material nonpublic information with respect to, assist or participate in, or facilitate in any other manner, any effort or attempt by any Person to do or seek to do anything prohibited in this Section 2(c). [Each of the Beneficial Owner and] [T][t]he Stockholder shall immediately cease and cause to be terminated, and shall cause its and their respective Affiliates and all other meetings of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. [ Each of the stockholders Beneficial Owner and] The Stockholder also shall, and shall cause its Affiliates to, and each such foregoing Person shall cause its respective Representatives to, promptly notify any party with which such discussions or negotiations were being held of such termination described above. (d) This Agreement, other than the provisions of Sections 5 through and including Section 23 hereof, shall terminate upon the earlier to occur of: (i) the termination of the Company called Merger Agreement in accordance with its terms or (ii) the Effective Time. The provisions of Sections 5 through and including Section 23 shall terminate only upon the termination of the Merger Agreement in accordance with its terms prior to vote on the Closing. (e) The Stockholder hereby forever waives and agrees not to exercise any matter appraisal rights or dissenters’ rights, including without limitation pursuant to Section 262 of the DGCL, in respect of the Stockholder’s Covered Shares that may arise in connection with the Mergers or any other transactions contemplated by the Merger Agreement. (f) The Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent, Merger Sub, Merger Sub II or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement so that all or the consummation of the Subject Shares will be counted for Mergers or the purpose other transactions contemplated thereby, including any such claim (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of determining this Agreement or the presence Merger Agreement or (ii) alleging a breach of a quorum at such meetings, and to vote or cause each Record Holder to vote all any duty of the Subject Shares Company’s Board of Directors in connection with the manner required by Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought on behalf of the Stockholder to enforce the terms of the Merger Agreement. (dg) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT[Each of the Beneficial Owner and] [T][t]he Stockholder shall promptly notify Parent of any development occurring after the date hereof that causes, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEor that would reasonably be expected to cause, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONany breach of any of the representations, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5warranties and covenants of the Stockholder[ and the Beneficial Owner] set forth in Section 1 hereof and this Section 2. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder covenants and agrees with for the benefit of Parent and Merger Sub as followsthat, until the Expiration Date, the Stockholder: (a) At the meeting of the stockholders of the Company calledwill not sell, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including transfer, pledge, hypothecate, encumber, assign, tender or otherwise dispose of, or enter into any adjournment contract, option or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent arrangement or give any other approval (including by written consent) understanding with respect to the Merger sale, transfer, pledge, hypothecation, encumbrance, assignment, tender or other disposition of (any one or more of which, a "Transfer"), any of the Shares owned by the Stockholder unless, in connection with such Transfer, the transferee executes a counterpart of this Agreement agreeing to be irrevocably bound by the terms hereof, and confirming the representations and warranties of the Stockholder contained herein, as though such transferee were an original party hereto as "the Stockholder;" (b) will, other than as expressly contemplated by this Agreement, not grant any powers of attorney or proxies or consents in respect of any of the Shares owned by the Stockholder, deposit any of the Shares owned by the Stockholder into a voting trust, enter into a voting agreement with respect to any of the Shares owned by the Stockholder or otherwise restrict the ability of the holder of any of the Shares owned by the Stockholder freely to exercise all voting rights with respect thereto except for powers of attorney or proxies granted in the ordinary course consistent with the terms of the Merger Agreement; (c) will not take any action which, if taken by the Stockholder Corporation, would be prohibited by Section 5.04 of the Merger Agreement; (d) will vote (use the Stockholder's best efforts to take, or cause to be voted) taken, all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement action, and the approval of the Merger and the consummation of all of the transactions contemplated thereby. (b) At the Stockholders Meeting (or at any adjournment or postponement thereof) and in any other circumstance in which the Stockholder is entitled to votedo, consent or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) done, all of things necessary or advisable in order to consummate and make effective the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) 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 any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter transactions contemplated by this Agreement or Agreement; provided however, if the Merger Agreement so that all Stockholder is a director of the Subject Shares will be counted for Corporation, the purpose provisions 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. paragraph (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5.are subject to the fiduciary duties such Stockholder has to the Corporation as a member of the Board of Directors; and (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISALwill not exercise any appraisal or dissenter's rights, DISSENT OR ANY SIMILAR OR RELATED MATTERif any, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYwith respect to the Shares.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At Stockholder shall not, except as contemplated by the meeting terms of the stockholders of the Company calledthis Agreement, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any agreement, option or other arrangement (including any adjournment profit sharing arrangement) or postponement thereof) and in any other circumstance in which the Stockholder is entitled to vote, consent or give any other approval (including by written consent) understanding with respect to the Merger sale, transfer, pledge, assignment or the Merger Agreementother disposition of, the Stockholder will vote Securities to any person other than Parent or Parent's designee; (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or cause otherwise, with respect to be votedthe Securities or (iii) all take any other action that would in any way restrict, limit or interfere with the performance of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of its obligations hereunder or the transactions contemplated thereby. (b) At the Stockholders Meeting (hereby; provided, however, that any Stockholder that is an individual may transfer all or at any adjournment part of his or postponement thereof) and in her Securities to any sibling or any other circumstance member of his or her immediate family, any of his or her lineal descendants or any trust for the benefit of any of them, if the recipient of the Securities agrees in which the Stockholder is entitled advance in writing delivered to vote, consent or give any other approval (including by written consent), the Stockholder will vote (or cause Parent to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior Proposal. (c) 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 any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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 bound by this Agreement. (db) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTSubject to Section 9 hereof, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEexcept as specifically provided in the Merger Agreement, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONuntil the Merger is consummated or the Merger Agreement is terminated, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF THIS AGREEMENTthe Stockholder shall not, nor shall the Stockholder permit any investment banker, financial adviser, attorney, accountant or other representative or agent acting on behalf of or at the direction of the Stockholder (a "Stockholder Representative") to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Alternative Proposal (as defined in the Merger Agreement) or (ii) participate in any discussions or negotiations regarding any Alternative Proposal. 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by a Stockholder Representative shall be deemed to be a violation of this Section 1(b) by the Stockholder. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”), the The Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At Prior to the termination of this Agreement and without in any way limiting the Stockholder’s right to vote its Subject Shares in its sole discretion with respect to any other matters, at every meeting of the stockholders of the Company called, convened and held for the purpose of obtaining the approval of the Company’s stockholders for the adoption of the Merger Agreement (the “Stockholders Meeting”) (including any at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, the Stockholder shall either appear at the meeting or otherwise cause the Subject Shares to be present thereat for purposes of establishing a quorum and, to the extent not voted by persons appointed as proxies, shall vote or consent (or cause to be voted or consented to) and the Subject Shares in favor of any proposal or resolutions that would cause, or help to cause, the actions described on Exhibit B hereto (the “Proposals”), solely to the extent that the Company elects to submit any or all of the Proposals to a stockholder vote for approval. (b) At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstance in circumstances upon which the Stockholder is entitled to Stockholder’s vote, consent or give any other approval (including by written consent) with respect to the Merger or the Merger Agreementis sought, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption of the Merger Agreement and the approval of the Merger and the consummation of all of the transactions contemplated thereby. (b) At the Stockholders Meeting (against, or at shall not consent to, any adjournment or postponement thereof) and proposal that would in any other circumstance in which manner impede, frustrate, prevent or nullify the Stockholder is entitled to vote, consent or give any other approval (including by written consent), the Stockholder will vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder against (i) any action or omission that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) any Acquisition Proposal, whether or not constituting a Superior ProposalProposals. (c) The Stockholder agrees Prior to be present (in person or by proxy) or to cause the holder or holders termination of record of all of the Subject Shares on any applicable record date (each, a “Record Holder”) to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) this Agreement and all other meetings of the stockholders of the Company called to vote on any matter contemplated except as otherwise permitted by this Agreement or the Merger Agreement so that all of the Subject Shares will be counted for the purpose of determining the presence prohibited by order of a quorum at such meetingscourt of competent jurisdiction, the Stockholder will not commit, and will not permit any entity controlled by the Stockholder to vote commit, any act that could restrict or cause each Record Holder otherwise affect its legal power, authority and right to vote all of the Subject Shares in then owned of record or beneficially by it. Without limiting the manner required by generality of the foregoing, prior to the termination of this Agreement, the Stockholder will not, and will not permit any entity controlled by it, to enter into any voting agreement with any person or entity with respect to any of the Subject Shares, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Subject Shares (except in favor of the Proposals), deposit any of the Subject Shares in a voting trust or otherwise enter into any agreement or arrangement with any person or entity limiting or affecting the Stockholder’s legal power, authority or right to vote the Subject Shares in favor of the Proposals. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENTThe Stockholder shall not sell, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEEtransfer, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTIONpledge, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF THIS AGREEMENTassign or otherwise dispose of (including by gift) (collectively, “Transfer”), consent to any Transfer of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares (or any interest therein) to any person prior to June 8, 2004 (the “Termination Date”), without the prior written consent of the Company; provided, however, that nothing in this Section 2(d) shall prohibit the Stockholder from (x) selling, transferring, pledging, assigning or otherwise disposing of (including by gift) the Warrants (if any) to a third party, so long as such third party agrees in writing to be bound by the terms of this Agreement or (y) selling up to 430,000 shares of Common Stock pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended; provided, further, that if the Company’s proxy statement related to the Proposals is reviewed by the staff of the Securities and Exchange Commission, the Termination Date can be extended by up to 30 days at the sole election of the Company to accommodate the setting of a new record date. 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5Any such extension will be communicated to the Stockholder in writing prior to June 8, 2004. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.

Covenants of the Stockholder. Until the termination of this Agreement in accordance with Section 5 (the period from the date of this Agreement to the date of such termination, the “Term”)6, the Stockholder covenants and agrees with Parent and Merger Sub as follows: (a) At the any meeting of the stockholders of the Company called, convened and held for the purpose of obtaining called to vote upon the approval and authorization of the Company’s stockholders for the adoption issuance of the Merger Agreement (Company Shares, as contemplated by the “Stockholders Meeting”) (including Purchase Agreement, or at any adjournment thereof or postponement thereof) and in any other circumstance in circumstances upon which the Stockholder is entitled to a vote, consent or give any other approval (including by written consent) with respect to the Merger or approval and authorization of the Merger Agreementissuance of the Company Shares, is sought, the Stockholder will shall vote (or cause to be voted) all of the Subject Shares then beneficially owned by the Stockholder in favor of the adoption such proposals and any of the Merger Agreement and the approval of the Merger and the consummation of all of the other transactions contemplated therebyby the 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. (b) At Except as provided in 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 (including by written consentimmediately following sentence of this Section 3(b), the Stockholder will vote agrees not to (i) sell, transfer, pledge, assign or cause otherwise dispose of (including by gift) (collectively, the "Transfer"), or enter into any contract, option or other arrangement (including any profit sharing agreement) with respect to be voted) all the Transfer of the Subject Shares then beneficially owned by the Stockholder against (i) to any action or omission that would result in a breach of any representationperson, warranty, covenant, agreement or other obligation of the Stockholder under this Agreement or (ii) enter into any Acquisition Proposalvoting arrangement, whether by proxy, voting agreement or not constituting a Superior Proposal. otherwise (c) The Stockholder agrees other than the Amended and Restated Stockholders Agreement to be present entered into in connection with the closing of the transactions contemplated by the Purchase Agreement (in person the "Stockholders Agreement")), with respect to any capital stock of the Company, and agrees not to commit or by proxy) agree to take any of the foregoing actions. Notwithstanding the foregoing, the Stockholder shall have the right, for tax or estate planning purposes, to cause the holder or holders of record of all of Transfer the Subject Shares on to a transferee provided that, as a condition to any applicable record date (eachsuch Transfer, a “Record Holder”) each such transferee shall execute and deliver to be present (in person or by proxy) at the Stockholders Meeting (including any adjournment or postponement thereof) and all other meetings of the stockholders of the Company called to vote on any matter contemplated by this Agreement or the Merger 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. (d) AS SECURITY FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE STOCKHOLDER PROVIDED FOR IN THIS AGREEMENT, THE STOCKHOLDER HEREBY GRANTS TO PARENT AND MERGER SUB OR THEIR RESPECTIVE DESIGNEE, ACTING TOGETHER OR SEVERALLY AND WITH FULL POWER OF SUBSTITUTION, AN IRREVOCABLE PROXY TO VOTE THE SUBJECT SHARES AS PROVIDED IN THIS AGREEMENT DURING THE TERM OF 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 NECESSARY 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 WITH THE PROXY GRANTED TO PARENT AND MERGER SUB IN THIS AGREEMENT. THIS IRREVOCABLE PROXY WILL AUTOMATICALLY TERMINATE UPON TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 5. (e) THE STOCKHOLDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS WHICH THE STOCKHOLDER MAY HAVE AS TO APPRAISAL, DISSENT OR ANY SIMILAR OR RELATED MATTER, INCLUDING UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW, WITH RESPECT TO THE MERGER, THE MERGER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY.Chancellor LA