Common use of Covenants of the Stockholders Clause in Contracts

Covenants of the Stockholders. Each Stockholder hereby acknowledges, covenants and agrees, severally and not jointly, as follows: (a) Prior to the Expiration Date as defined in Section 5 below, at any meeting of the stockholders of the Company, and at any adjournment or postponement thereof, called to seek the Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, such Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted), in person or by proxy, such Stockholder’s Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting of the stockholders of the Company which Parent supports. (b) Prior to the Expiration Date, at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) such Stockholder’s Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate of incorporation or the Company’s by-laws or other proposal or transaction involving the Company or any subsidiary of the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participate, directly or indirectly, in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (iv) commit or agree to take any of the foregoing actions. (e) Such Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP).

Covenants of the Stockholders. Each Stockholder hereby acknowledges, covenants and agrees, severally and not jointly, as followsagrees that: (a) Prior to Except as expressly contemplated hereby, during the Expiration Date as defined in Section 5 below, at any meeting of the stockholders of the Company, and at any adjournment or postponement thereof, called to seek the Stockholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, such Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted), in person or by proxy, such Stockholder’s Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting of the stockholders of the Company which Parent supports. (b) Prior to the Expiration Date, at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) such Stockholder’s Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate of incorporation or the Company’s by-laws or other proposal or transaction involving the Company or any subsidiary of the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), Proxy Term such Stockholder shall not (i) sell, transfer, pledge, assign encumber, assign, distribute, hypothecate, tender or otherwise dispose of (of, including by gift) way of merger, consolidation, share exchange or similar transaction, whether voluntarily or by operation of law (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 enter into any contract, option, agreement, understanding option or other arrangement (including any profit sharing 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 beneficially owned by such Stockholder, any Shares acquired by such Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into shares of Common Stock, any other capital stock of the Company or any interest in any of the foregoing with any person; provided, however, (i) such Stockholder may Transfer ofany of its Shares to any person by operation of law, as a bona fide gift or gifts, or to any sibling or any other member of such Stockholder’s immediately family, any of such Stockholder’s Subject Shares lineal descendants or any trust for the benefit of any of them, so long as the transferee agrees, in form and substance satisfactory to any personSprint, (ii) grant any proxies or powers to be bound by and subject to the terms and conditions of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement this Agreement with respect to such Stockholder’s Subject Shares owned by such transferee and (ii) the restrictions set forth in this Section 8(a) shall not apply to the Schedule A Shares. (b) In case of a stock dividend or participatedistribution, directly or indirectlyany change in Common Stock by reason of any stock dividend or distribution, in split-up, recapitalization, combination, exchange of shares or the like, the term “solicitationShares” of “proxies” (shall be deemed to refer to and include the Shares as well as all such terms are used in the rules stock dividends and distributions and any securities into which or for which any or all of the SEC)Shares may be changed or exchanged or that are received in such transaction. (c) Until the expiration of the Proxy Term, such Stockholder shall notify Sprint promptly (iiiand in any event within one business day) in writing of the number of any additional Shares acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder will not take any action what or permit any action to be taken that would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing preventing, disabling or disabling delaying such Stockholder from performing its obligations under this Agreement. Without limiting the foregoing, such Stockholder agrees that, until the expiration of the Proxy Term, subject to the provisions of Section 9(r), (A) neither such Stockholder nor any of such Stockholder’s representatives or agents will, indirectly or directly, solicit, knowingly encourage or initiate any Acquisition Proposal (as defined in the Merger Agreement where such term is used herein), or provide any confidential information to, or participate in discussions or negotiations or enter into any agreement or understanding with, any person (ivother than Sprint and its representatives) commit that constitutes, or agree may be reasonably expected to take lead to, any of the foregoing actions. Acquisition Proposal, (eB) Such such Stockholder shall, and shall cause such Stockholder’s representatives to, immediately cease any discussions or direct or indirect negotiations with any other person (other than Sprint and its representatives) with respect to any Acquisition Proposal or any potential Acquisition Proposal and (C) such Stockholder shall not issue any press release exercise or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not attempt to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with respect to the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP).

Covenants of the Stockholders. Each Stockholder hereby acknowledgesThe Stockholders agree that: SECTION 5.1 Conduct of the Company. From the date hereof until the Closing Date, covenants the Stockholders shall cause the Company and agreeseach Subsidiary to conduct its businesses in the ordinary course consistent with past practice and to use its reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, severally and from the date hereof until the Closing Date, except as disclosed on Schedule 5.1, the Stockholders will not jointly, as followspermit the Company or any Subsidiary to: (a) Prior to the Expiration Date as defined adopt or propose any change in Section 5 below, at any meeting its certificate of the stockholders of the Company, and at any adjournment incorporation or postponement thereof, called to seek the Stockholder Approval bylaws; (b) merge or in consolidate with any other circumstances upon which Person or acquire a votematerial amount of assets from any other Person; (c) sell, consent lease, license or other approval otherwise dispose of any material assets or property except (including by written consenti) pursuant to existing contracts or commitments or (ii) otherwise in the ordinary course consistent with past practice; (d) authorize, issue, sell or otherwise dispose of any shares of capital stock of or any option with respect to the Merger Agreement, the Merger Company or any other transaction contemplated by the Merger Agreement is soughtSubsidiary, such Stockholder shall, including by executing a written consent solicitation if requested by Parent, vote (or cause to be voted), in person modify or by proxy, such Stockholder’s Subject Shares in favor amend any right of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting holder of the stockholders outstanding shares of the Company which Parent supports. (b) Prior to the Expiration Date, at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) such Stockholder’s Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up or other extraordinary transaction capital stock of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate of incorporation or the Company’s by-laws or other proposal or transaction involving option with respect to the Company or any subsidiary of the Company, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger Agreement or any other agreement contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participate, directly or indirectly, in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (iv) commit or agree to take any of the foregoing actions.Subsidiary; (e) Such Stockholder shall not issue declare, set aside or pay any press release dividend or make any other public statement with distribution in respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including or any OptionsSubsidiary not wholly owned by the Company, Restricted Stockexcept for dividends of which notice has been given to Buyer, Restricted Stock Unitsor directly or indirectly redeem, Warrants purchase or rights under otherwise acquire any capital stock of or any option with respect to the Company ESPP)or any Subsidiary not wholly owned by the Company except in connection with the disposition of the Excluded Assets; or (f) take any action that would require disclosure under Section 3.9; or (g) change any accounting policies or methods, except as required by generally accepted accounting principles; or (h) enter into any transaction with any Stockholder or any Affiliate of any Stockholder (an "Affiliated Transaction") or any officers, directors or employees of the Company or its Subsidiaries (other than with respect to officers, directors and employees in the ordinary course -27- 28 of business consistent with past practice) other than dividends permitted under Section 3.9 or with respect to the disposition of the Excluded Assets; or (i) agree or commit to do any of the foregoing.

Covenants of the Stockholders. Each Irrevocable Proxy. Until the earlier of (i) the Effective Time (as defined in Section 1.2 of the Merger Agreement) or (ii) the valid termination of this Agreement pursuant to Section 7, each Stockholder hereby acknowledges, covenants and agrees, severally and not jointly, agrees as follows: (a) Prior to the Expiration Date as defined in Section 5 below, at At any meeting of the stockholders of the Company, Company called to vote upon the Merger and the Merger Agreement or at any adjournment or postponement thereof, called to seek the Stockholder Approval thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by and the Merger Agreement is soughtsought (including, without limitation, as contemplated by Section 5.1(b) of the Merger Agreement), such Stockholder shall, including by executing a written consent solicitation if requested by Parent, shall vote (or cause to be voted)) or, as promptly as practicable after the date such Stockholder is requested by the Company to do so, execute a written consent in person lieu of a meeting in respect of all shares of Company Capital Stock that such Stockholder owns or by proxy, such Stockholder’s Subject Shares has voting control over in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting Merger, the approval of the stockholders Merger Agreement and the approval of the Company which Parent supportsterms thereof, and each of the other transactions contemplated by the Merger Agreement. (b) Prior to the Expiration Date, at At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s 's vote, consent or other approval is sought, such Stockholder shall vote (or cause to be voted) or, on the date such Stockholder’s Subject Shares Stockholder is requested by the Company to do so, execute a written consent in lieu of a meeting in respect of all shares of Company Capital Stock that such Stockholder owns or has voting control over against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, liquidation or winding up or other extraordinary transaction of or by the CompanyCompany or any other takeover proposal (for purposes of this Section 3(b) and for all purposes of this Agreement, "takeover proposal" shall have the meaning set forth in Section 4.4 of the Merger Agreement) (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or the Company’s by-laws Bylaws or other proposal or transaction involving the Company or any subsidiary of the Companyits subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger, the Merger Agreement or any of the other agreement transactions contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participate, directly or indirectly, in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would or agreement which could reasonably be expected to make result in a breach of any representation representation, warranty or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (iv) commit or agree to take any of the foregoing actions. (e) Such Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder covenant of the Company and that each such Stockholder makes no agreement or understanding herein set forth in his capacity as a director or officer of the CompanyMerger Agreement. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP).

Covenants of the Stockholders. Each Stockholder hereby acknowledges, covenants and agreesStockholder, severally and not jointly, to the extent he has the capacity to vote, solely in his capacity as holder of the Shares and not as a director of the Company or in any other capacity, agrees as follows: (a) Prior Such Stockholder shall not, except as contemplated by the terms of this Agreement or the Merger Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Expiration Date as defined sale, transfer, pledge, assignment or other disposition of his Shares to any person other than WAC or WAC's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to his Shares or (iii) take any other action that would in Section 5 belowany way restrict, at limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby. (b) At any meeting of the stockholders of the Company, Company called to vote upon the Merger and the Merger Agreement or at any adjournment or postponement thereof, called to seek the Stockholder Approval thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by and the Merger Agreement is sought, such each Stockholder shall, including by executing a written consent solicitation if shall as requested by ParentWAC (including, without limitation, by cooperating with WAC with respect to the proxy granted to WAC pursuant to Section 5 below), vote (or cause to be voted), in person or by proxy, ) such Stockholder’s Subject 's Shares in favor of (i) granting the Stockholder Approval Merger, the adoption by the Company of the Merger Agreement and (ii) any proposal to adjourn the approval of the other transactions contemplated by the Merger Agreement. At any meeting of the stockholders of the Company which Parent supports. (b) Prior to the Expiration Date, at any meeting of stockholders Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such the Stockholder’s 's vote, consent or other approval is sought, such Stockholder shall as requested by WAC as provided above vote (or cause to be voted) such Stockholder’s Subject 's Shares against (i) any merger agreement or merger Competing Transaction (other than as defined in the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up Agreement) or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or the Company’s by-laws or other proposal or transaction involving the Company or any subsidiary of the Companyits subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of nullify, the Merger, the Merger Agreement or any of the other agreement contemplated by the Merger Agreement, the Merger or any other transaction transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participate, directly or indirectly, in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (iv) commit or agree to take any of the foregoing actions. (e) Such Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP"FRUSTRATING TRANSACTIONS").

Covenants of the Stockholders. Each Stockholder hereby acknowledges, covenants and agrees, severally and not jointly, agrees as follows: (a) Prior to the Expiration Date as defined in Section 5 below, at At any meeting of the stockholders of the Company, Company called to vote upon the Merger and the Merger Agreement or at any adjournment or postponement thereof, called to seek the Stockholder Approval thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by and the Merger Agreement is sought, such Stockholder shalleach Stockholder, including by executing a written consent solicitation if requested by Parentrespectively, shall vote (or cause to be voted), in person or by proxy, such Stockholder’s ) the Subject Shares in favor of (i) granting the Stockholder Approval and (ii) any proposal to adjourn any meeting Merger, the approval of the stockholders Merger Agreement and the approval of the Company which Parent supportsterms thereof and each of the other transactions contemplated by the Merger Agreement. (b) Prior to the Expiration Date, at At any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such Stockholder’s a vote, consent or other approval is sought, such Stockholder each Stockholder, respectively, shall vote (or cause to be voted) such Stockholder’s the Subject Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, liquidation or winding up or other extraordinary transaction of or by the Company, (ii) Company or any other Acquisition Proposal or Superior Proposal and (iiiii) any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or the Company’s byBy-laws or other proposal or transaction involving the Company or any subsidiary of the Companyits affiliates, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of the Merger, the Merger Agreement or any of the other agreement transactions contemplated by the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Each Stockholder, to vote such Stockholder’s Subject Sharesrespectively, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”)of, or enter into any contract, option, agreement, understanding option or other arrangement (including any profit sharing arrangement) with respect to the Transfer sale, transfer, pledge, assignment or other disposition of, any of such Stockholder’s the Subject Shares (or any option or warrant to purchase Shares, except for any sale or transfer to the Company) to any person, person other than Sub or Sub's designee or (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a any voting arrangement, whether by proxy, voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participateotherwise, in connection, directly or indirectly, with any Acquisition Proposal (as defined in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Merger Agreement, or (iv) commit or agree to take any of the foregoing actions. (e) Such Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP).

Covenants of the Stockholders. Each Stockholder hereby acknowledges, covenants and agreesStockholder, severally and not jointly, to the extent he has the capacity to vote, solely in his capacity as holder of the Shares and not as a director of the Company or in any other capacity, agrees as follows: (a) Prior Such Stockholder shall not, except as contemplated by the terms of this Agreement or the Merger Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the Expiration Date as defined sale, transfer, pledge, assignment or other disposition of his Shares to any person other than WAC or WAC's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to his Shares or (iii) take any other action that would in Section 5 belowany way restrict, at limit or interfere with the performance of his obligations hereunder or the transactions contemplated hereby. (b) At any meeting of the stockholders of the Company, Company called to vote upon the Merger and the Merger Agreement or at any adjournment or postponement thereof, called to seek the Stockholder Approval thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by and the Merger Agreement is sought, such each Stockholder shall, including by executing a written consent solicitation if shall as requested by ParentWAC (including, without limitation, by cooperating with WAC with respect to the proxy granted to WAC pursuant to Section 5 below), vote (or cause to be voted), in person or by proxy, ) such Stockholder’s Subject 's Shares in favor of (i) granting the Stockholder Approval Merger, the adoption by the Company of the Merger Agreement and (ii) any proposal to adjourn the approval of the other transactions contemplated by the Merger Agreement. At any meeting of the stockholders of the Company which Parent supports. (b) Prior to the Expiration Date, at any meeting of stockholders Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which such the Stockholder’s 's vote, consent or other approval is sought, such Stockholder shall as requested by WAC as provided above vote (or cause to be voted) such Stockholder’s Subject 's Shares against (i) any merger agreement or merger Competing Transaction (other than as defined in the Merger Agreement and the Merger), share exchange, consolidation, combination, dual listed structure, sale of substantial assets, issuance of securities, reorganization, recapitalization, dissolution, liquidation, winding up Agreement) or other extraordinary transaction of or by the Company, (ii) any Acquisition Proposal or Superior Proposal and (iii) any amendment of the Company’s certificate 's Certificate of incorporation Incorporation or the Company’s by-by- laws or other proposal or transaction involving the Company or any subsidiary of the Companyits subsidiaries, which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify any provision of nullify, the Merger, the Merger Agreement or any of the other agreement contemplated by the Merger Agreement, the Merger or any other transaction transactions contemplated by the Merger Agreement or change in any manner the voting rights of any class of capital stock of the Company. Such Stockholder shall not commit or agree to take any action inconsistent with the foregoing. (c) Such Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder’s Subject Shares, or grant a consent or approval in respect of such Stockholder’s Subject Shares in a manner consistent with this Section 4. Such Stockholder understands, acknowledges and agrees that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4(c) is given in consideration of the execution of the Merger Agreement by Parent and Merger Sub, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this Agreement. With respect to the proxy granted hereunder by each Stockholder, Parent agrees not to exercise the proxy of such Stockholder if such Stockholder complies with his, her or its obligations in this Agreement. (d) Between the date hereof and the date immediately following the date of the Stockholders Meeting (the “Termination Date”), such Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, “Transfer”), or enter into any contract, option, agreement, understanding or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any of such Stockholder’s Subject Shares to any person, (ii) grant any proxies or powers of attorney, deposit such Stockholder’s Subject Shares into a voting trust, enter into a voting agreement or arrangement with respect to such Stockholder’s Subject Shares or participate, directly or indirectly, in the “solicitation” of “proxies” (as such terms are used in the rules of the SEC), (iii) take any action what would reasonably be expected to make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement, or (iv) commit or agree to take any of the foregoing actions. (e) Such Stockholder shall not issue any press release or make any other public statement with respect to the Merger or any other transaction contemplated by the Merger Agreement without the prior written consent of Parent, except as may be required by Law or (if such Stockholder is an officer of the Company) as an agent of the Company. (f) Such Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 262 of the DGCL in connection with the Merger. (g) Notwithstanding anything in this Agreement to the contrary, each Stockholder which is an individual shall not be limited or restricted in any way from acting in such Stockholder’s fiduciary capacity as a director or officer of the Company, to the extent applicable, in order for such Stockholder to comply with such Stockholder’s fiduciary duties as a director or officer of the Company. In addition, notwithstanding anything in this Agreement to the contrary, each Stockholder shall not be limited or restricted in any way from voting in such Stockholder’s sole discretion on any matter other than the matters referred to in Sections 4(a) and (b) hereof. The parties acknowledge that this Agreement shall apply to each such Stockholder solely in such Stockholder’s capacity as a stockholder of the Company and that each such Stockholder makes no agreement or understanding herein in his capacity as a director or officer of the Company. (i) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Stockholder to exercise any option and/or other rights to purchase any Common Shares or shares of any other class or series of capital stock of the Company (including any Options, Restricted Stock, Restricted Stock Units, Warrants or rights under the Company ESPP"Frustrating Transactions").