Common use of Provisions Concerning Company Common Stock Clause in Contracts

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving each of the transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions contemplated by this Agreement and the Purchase and Sale Agreement. Stockholder shall not enter into any contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if anyStock (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”), however called, or in connection with any written consent of the holders of Company Common StockStockholders or the Preferred Stockholders: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); hereof; and (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries (including any Takeover Proposal), (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyCompany Board, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Charter Documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action requiring the approval of the Common Stockholders or the Preferred Stockholders which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this Section 3Agreement. (b) Stockholder hereby irrevocably appoints Purchaser Parent and each of its executive officers, in their capacities as officers of PurchaserParent, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with the express provisions of Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters expressly described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthereof. Stockholder represents that any proxies granting the authority to vote heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof8. 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 of the General Corporation Law of the State of DelawareDGCL. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as expressly provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those expressly set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, the Stockholder shall so indicate on the signature page hereto (naming such record owner) and shall cause the record owner thereof to agree to the provisions of Section 2 and 3(a) of this Agreement with respect to such Shares, and to execute and grant an irrevocable proxy under conforming to the above provisions of this Section 3(b). (c) For the avoidance of doubt, to the extent that an Affiliate of Stockholder serves on the Company Board or as an officer of the Company, nothing contained in this Agreement shall in any way restrict or limit such Affiliate of Stockholder serving on the Company Board or as an officer of the Company from taking (or omitting to take) any action in his or her capacity as a director or officer of the Company or otherwise fulfilling his or her fiduciary obligations as a director or officer of the Company.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, The Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be votedi) the SharesEffective Time, whether issued, heretofore owned or hereafter acquired(ii) the last date the Option is exercisable pursuant to Section 4 and (iii) the termination date set forth in Section 9, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , the Stockholder shall vote (or cause to be voted) the Shares (if any) owned by the Stockholder whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-laws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. The Stockholder shall not enter into any contract agreement or understanding with any Person, Person or entity the effect of which would be inconsistent with or violative of to violate the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore currently owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyDirectors, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Certificate of the CompanyIncorporation or Bylaws, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), ) is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Nothing contained in this Agreement shall in any way restrict or limit the Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, from taking (or omitting to take) any action in their capacities his or her capacity as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares a director or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders officer of the Company at which any or otherwise fulfilling his or her fiduciary obligations as a director or officer of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees that during the period commencing on the Effective Date and continuing until the first to occur of (a) Except as otherwise agreed to the Effective Time or (b) termination of the Merger Agreement in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredaccordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired: (i) in favor of approving each approval of the Merger, the Merger Agreement, the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof hereof and hereof (the “Transactions”); and thereof; (ii) against the following actionsany action or agreement that would result in a breach in any respect of any covenant, agreements representation or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company warranty or any of its subsidiaries, (B) a sale, lease other obligation or transfer of a material amount of assets agreement of the Company or any of its subsidiariesStockholder under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by CenterPoint, or a reorganization, recapitalization, dissolution or liquidation of against the Company or any of its subsidiaries, (C) following (1) any change in a majority of the persons individuals who constitute the Board board of Directors directors of the Company, Company or any Company Subsidiary; (2) any change in the present capitalization of the Company or any Company Subsidiary or any amendment of the organizational documents Organizational Documents of the Company, Company or any Company Subsidiary; (3) any other material change in the Company’s 's or any Company Subsidiary's corporate structure or business, ; or (4) any other action whichwhich is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially and adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 of this Section 3. Agreement. For purposes of this Agreement, "Beneficially Own", "Beneficially Owned" or "Beneficial Ownership" (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and or any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect other derivative of such Shares solely in accordance with Section 3(aterms) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act"), including, without limitation, pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 3(b)13(d)(3) of the Exchange Act.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Shareholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreementthe (i) purchase of the Shares by Merger Sub pursuant to the Offer, Stockholder irrevocably agrees to vote (ii) Effective Time or cause to be voted(iii) termination of the Shares, whether issued, heretofore owned or hereafter acquiredMerger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Shareholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) ) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Articles of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Such Shareholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyCompany Board, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Organizational Documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser Parent and each of its executive officers, in their capacities as officers of PurchaserParent, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, the Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under conforming to the above provisions of this Section 3(b). (c) Nothing contained in this Agreement shall in any way restrict or limit the Stockholder from taking (or omitting to take) any action in his or her capacity as a director or officer of the Company or otherwise fulfilling his or her fiduciary obligations as a director or officer of the Company.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the later of this Agreement(x) 180 days from the date hereof or (y) if a Merger Agreement (as hereinafter defined) is executed and delivered within such 180 day period, Stockholder irrevocably agrees the first to vote occur of (or cause to be votedi) the Sharesclosing of any merger (the "Merger") between Sub and Company providing for the shareholders of the Company to receive the Price in exchange for each share of Company Common Stock or (ii) the termination of any such merger agreement (the "Merger Agreement") related thereto, whether issued, heretofore owned or hereafter acquired, (such date being herein referenced to as the "Termination Date") at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (ior cause to be voted) the Shares of record or Beneficially Owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (I) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof hereof; (II) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the “Transactions”); Company under the Merger Agreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iiIII) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) , (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Articles of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or of business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1clause C(1), (2), (3) or (34), is intended intended, or would could reasonably be expected to to, impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, the effect person or entity of which would be inconsistent with or violative of the provisions and agreements contained in this the Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during from the term period commencing with the execution and delivery of this AgreementAgreement and continuing until the Expiration Time 1 (as defined in Section 6 hereof), Stockholder Shareholder irrevocably and unconditionally agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, Shares at any meeting of the holders of Company Common Stock, if anyand at every adjournment or postponement thereof, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving each of (A) the transactions contemplated by the Purchase and Sale Agreement and this Agreement Company Shareholder Approval and any actions required in furtherance thereof and hereof and (B) any proposal to adjourn or postpone such meeting of shareholders of the “Transactions”); Company to a later date if there are not sufficient votes to obtain the Company Shareholder Approval; and (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transactionAcquisition Proposal, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, and (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), which is intended or would reasonably be expected to impedeprevent, materially delay or materially interfere with, delay, postpone, discourage, frustrate with or materially impair the purpose consummation of the Merger or adversely affect the Transactions other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Shareholder shall not enter into any contract or agreement with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 2 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthat would otherwise violate this Agreement. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder Each Shareholder shall retain at all times the right to vote the Shares in such StockholderShareholder’s sole discretion discretion, and without any other limitation limitation, on all any matters other than those set forth in this Section 3(a2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. Purchaser may terminate . (b) By entering into this proxy Agreement, solely to the extent of a failure of Shareholder to act in accordance with its obligations under Section 2(a) hereof, Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and re-substitution, to vote during the term of this Agreement with respect to Stockholder the Shares in accordance with Section 2(a) hereof. Shareholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and power of attorney. This proxy and power of attorney granted by Shareholder: (i) is given to secure the performance of the duties of Shareholder under this Agreement; (ii) shall be irrevocable from the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Time; (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy; (iv) shall revoke any and all prior proxies granted by Shareholder with respect to the Shares; (v) is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Shareholder to the extent not revoked and terminated in accordance with this Section 2(b); (vi) shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2(a) above; and (vii) shall be revoked, terminated and of no further force or effect, automatically and without further action, immediately upon the Expiration Time. (c) Shareholder is entering into this Agreement solely in Shareholder’s capacity as the record holder or Beneficial Owner of Shares. This Agreement shall not in any way limit or affect any actions taken (or any failures to act) by any director, officer or employee of Shareholder in his or her capacity as a director, officer or employee of the Company. The taking of any actions (or any failures to act) by any director, officer or employee of Shareholder (including voting on matters, which may include the consideration of Acquisition Proposals to the extent in accordance with the terms of the Merger Agreement, put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of the Company and taking any action or making any statement at any time at its sole election by written notice provided to Stockholder. If Stockholder is meeting of such board or any committee thereof) in Shareholder’s capacity as a director, officer or employee of the Company shall not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions constitute a breach of this Section 3(b)Agreement, regardless of the circumstances related thereto.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) the termination of this Agreement, Stockholder irrevocably agrees Agreement pursuant to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, Section 8 hereof at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the Shares owned by such Stockholder whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; or (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-laws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Offer, the Merger or the consummation of the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. No Stockholder shall not enter into any contract agreement or understanding with any Person, Person or entity the effect of which would be inconsistent with or violative of to violate the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the Top-Up Purchase and each of the other transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and Transactions”); (ii) in favor of an amendment to the certificate of incorporation and bylaws of the Company to implement a restriction to prevent any new stockholders from acquiring shares representing 4.9% (or, if approved by the Board of Directors of the Company, 3.0%) or more of the outstanding shares of Company Common Stock (the “Acquisition Restrictions”), (iii) against the following actions, agreements or transactions (other than the Top-Up Purchase and the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the CompanyCompany (other than the Acquisition Restrictions), (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Top-Up Purchase or the other Transactions contemplated by this Agreement and the Purchase and Sale Agreement. Stockholder shall not enter into any contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, the Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under conforming to the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees that during the period commencing on the Effective Date and continuing until the first to occur of (a) Except as otherwise agreed to in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote Effective Time or (or cause to be votedb) the Shares, whether issued, heretofore owned or hereafter acquiredtermination of the Merger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired: (i) in favor of approving each approval of the Merger, the Merger Agreement, the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof hereof and hereof (the “Transactions”); and thereof; (ii) against the following actionsany action or agreement that would result in a breach in any respect of any covenant, agreements representation or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company warranty or any of its subsidiaries, (B) a sale, lease other obligation or transfer of a material amount of assets agreement of the Company or any of its subsidiariesStockholder under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by CenterPoint, or a reorganization, recapitalization, dissolution or liquidation of against the Company or any of its subsidiaries, following actions (C) other than the Merger Agreement and the agreements and transactions (1) any change in a majority of the persons individuals who constitute the Board board of Directors directors of the Company, Company or any Company Subsidiary; (2) any change in the present capitalization of the Company or any Company Subsidiary or any amendment of the organizational documents Organizational Documents of the Company, Company or any Company Subsidiary; (3) any other material change in the Company’s 's or any Company Subsidiary's corporate structure or business, ; or (4) any other action whichwhich is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially and adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 of this Section 3. Agreement. For purposes of this Agreement, "Beneficially Own", "Beneficially Owned" or "Beneficial Ownership" (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and or any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect other derivative of such Shares solely in accordance with Section 3(aterms) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act"), including, without limitation, pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 3(b)13(d)(3) of the Exchange Act.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each of the Stockholder and Optionholders hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Control Date or cause to be voted) termination of the Shares, whether issued, heretofore owned or hereafter acquiredPurchase Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder or Optionholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholder or Optionholder, whether now owned or hereafter acquired, (i) against any action or agreement that would result in favor a breach in any respect of approving each any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or this Agreement (before giving effect to any materiality or similar qualifications contained therein); and (ii) except as otherwise agreed to in writing in advance by Holdings, against the following actions (other than the transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the TransactionsAgreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) ) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Memorandum or Articles of the Company, Association; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Offer and other transactions contemplated by this Agreement and the Purchase and Sale Agreement. The Stockholder and such Optionholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyCompany Board, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Organizational Documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action requiring the approval of the Company’s Common Stockholders which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser Parent and each of its executive officers, in their capacities as officers of PurchaserParent, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with the express provisions of Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters expressly described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthereof. Stockholder represents that any proxies granting the authority to vote heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof7. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as expressly provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those expressly set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, the Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under conforming to the above provisions of this Section 3(b). (c) Nothing contained in this Agreement shall in any way restrict or limit Stockholder from taking (or omitting to take) any action in his or her capacity as a director or officer of the Company or otherwise fulfilling his or her fiduciary obligations as a director or officer of the Company. For the avoidance of doubt, to the extent that an affiliate of Stockholder serves on the Company Board nothing contained in this Agreement shall in any way restrict or limit such affiliate of Stockholder serving on the Company Board from taking (or omitting to take) any action in his or her capacity as a director of the Company or otherwise fulfilling his or her fiduciary obligations as a director of the Company.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredEffective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of approving each approval of the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Company; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesCompany, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Company; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-Laws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, Person (as defined below) the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 1 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) 2 hereof. Stockholder represents that any proxies heretofore given in respect For purposes of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do "Beneficially Own" 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy "Beneficial Ownership" with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner securities shall mean having "beneficial ownership" of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).such securities 1

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyDirectors, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Certificate of the CompanyIncorporation or Bylaws, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), ) is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Nothing contained in this Agreement shall in any way restrict or limit the Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, from taking (or omitting to take) any action in their capacities his or her capacity as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares a director or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders officer of the Company at which any or otherwise fulfilling his or her fiduciary obligations as a director or officer of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except Each Stockholder hereby agrees that for long as otherwise agreed to this Agreement remains in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredeffect, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall appear at the meeting in person or by proxy (or execute any written consent of the holders of Company Common Stock) or otherwise cause the Shares held of record or Beneficially Owned by such Stockholder on the applicable record date to be counted for purposes of establishing a quorum and vote (or cause to be voted), whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2) or (3), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) As security for each Stockholders' obligations under Section 3(a) hereof, each Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s grants to Parent a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares Stockholder solely as and to the extent set forth in accordance with Section 3(a3(a)(i) hereof through (iii); provided, however, that without limiting the foregoing, in any such vote or other action pursuant to such proxy, the Parent shall not in any event have the right (and in such proxy shall not confer the discretion right) to vote against the Merger, to vote to reduce the Offer Consideration or the Merger Consideration or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Grantees on Company or any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of the matters described in Section 3(a) hereof is to be considered Parent thereunder; and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocableprovided, and such proxies are hereby revoked. Stockholder hereby affirms further, that the irrevocable proxy set forth in granted pursuant to this Section 3(b) is given in connection with the execution shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent of any of its obligations under Section 1.1 of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance (ii) any material violation by Parent of any of the duties terms of Stockholder under this Agreement or (iii) the termination of the Merger Agreement or this Agreement in accordance with their respective terms. Each Stockholder intends such proxy to be irrevocable and that such irrevocable proxy is coupled with an interest and will take such further action or execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereof. Stockholder proxy and hereby ratifies and confirms all that such irrevocable revokes any 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy previously granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during from the term period commencing with the execution and delivery of this AgreementAgreement and continuing until the Expiration Time (as defined in Section 6 hereof), Stockholder Shareholder irrevocably and unconditionally agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, Shares at any meeting of the holders of Company Common Stock, if anyand at every adjournment or postponement thereof, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving each of (A) the transactions contemplated by the Purchase and Sale Agreement and this Agreement Company Shareholder Approval and any actions required in furtherance thereof and hereof and (B) any proposal to adjourn or postpone such meeting of shareholders of the “Transactions”); Company to a later date if there are not sufficient votes to obtain the Company Shareholder Approval; and (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transactionAcquisition Proposal, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, and (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), which is intended or would reasonably be expected to impedeprevent, materially delay or materially interfere with, delay, postpone, discourage, frustrate with or materially impair the purpose consummation of the Merger or adversely affect the Transactions other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Shareholder shall not enter into any contract or agreement with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 2 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthat would otherwise violate this Agreement. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder Each Shareholder shall retain at all times the right to vote the Shares in such StockholderShareholder’s sole discretion discretion, and without any other limitation limitation, on all any matters other than those set forth in this Section 3(a2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. Purchaser may terminate . (b) By entering into this proxy Agreement, solely to the extent of a failure of Shareholder to act in accordance with its obligations under Section 2(a) hereof, Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and re-substitution, to vote during the term of this Agreement with respect to Stockholder the Shares in accordance with Section 2(a) hereof. Shareholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and power of attorney. This proxy and power of attorney granted by Shareholder: (i) is given to secure the performance of the duties of Shareholder under this Agreement; (ii) shall be irrevocable from the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Time; (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy; (iv) shall revoke any and all prior proxies granted by Shareholder with respect to the Shares; (v) is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Shareholder to the extent not revoked and terminated in accordance with this Section 2(b); (vi) shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2(a) above; and (vii) shall be revoked, terminated and of no further force or effect, automatically and without further action, immediately upon the Expiration Time. (c) Shareholder is entering into this Agreement solely in Shareholder’s capacity as the record holder or Beneficial Owner of Shares. This Agreement shall not in any way limit or affect any actions taken (or any failures to act) by any director, officer or employee of Shareholder in his or her capacity as a director, officer or employee of the Company. The taking of any actions (or any failures to act) by any director, officer or employee of Shareholder (including voting on matters, which may include the consideration of Acquisition Proposals to the extent in accordance with the terms of the Merger Agreement, put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of the Company and taking any action or making any statement at any time at its sole election by written notice provided to Stockholder. If Stockholder is meeting of such board or any committee thereof) in Shareholder’s capacity as a director, officer or employee of the Company shall not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions constitute a breach of this Section 3(b)Agreement, regardless of the circumstances related thereto.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Effective Time or cause to be voted) termination of the Shares, whether issued, heretofore owned or hereafter acquiredMerger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the Shares hold of record or Beneficially Owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) and (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, Company (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-laws); (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Offer or the Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Each Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s grants to Parent a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal Stockholder as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described indicated in Section 3(a) hereof is ). Each Stockholder intends such proxy to be considered irrevocable and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and will take such further action or execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereof. Stockholder proxy and hereby ratifies and confirms all that such irrevocable revokes any 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy previously granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each ------------------------------------------ Shareholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredEffective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approving each approval of the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actionsany action or agreement that would result in a breach in any respect of any covenant, agreements representation or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company warranty or any of its subsidiaries, (B) a sale, lease other obligation or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) agreement of (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-Laws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Such Shareholder shall not enter into any contract agreement or understanding with any Person, Person (as defined below) the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 1 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) 2 hereof. Stockholder represents that any proxies heretofore given in respect For purposes of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do "Beneficially Own" 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy "Beneficial Ownership" with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 3(b13(d)(3).

Provisions Concerning Company Common Stock. Each Stockholder hereby agrees that during the period commencing on the Effective Date and continuing until the first to occur of (a) Except as otherwise agreed to the Effective Time or (b) termination of the Merger Agreement in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredaccordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock, such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired: (i) in favor of approving each approval of the Merger, the Merger Agreement, the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof hereof and hereof (the “Transactions”); and thereof; (ii) against the following actionsany action or agreement that would result in a breach in any respect of any covenant, agreements representation or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company warranty or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) other (1) any change in a majority of the persons individuals who constitute the Board board of Directors directors of the Company, Company or any Company Subsidiary; (2) any change in the present capitalization of the Company or any Company Subsidiary or any amendment of the organizational documents Organizational Documents of the Company, Company or any Company Subsidiary; (3) any other material change in the Company’s 's or any Company Subsidiary's corporate structure or business, ; or (4) any other action whichwhich is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially and adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 of this Section 3. Agreement. For purposes of this Agreement, "Beneficially Own", "Beneficially Owned" or "Beneficial Ownership" (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and or any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect other derivative of such Shares solely in accordance with Section 3(aterms) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act"), including, without limitation, pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" within the meaning of Section 3(b)13(d)(3) of the Exchange Act.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed Each Stockholder hereby agrees that, prior to the termination of the Merger Agreement in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredaccordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: Stock in lieu of a meeting, such Stockholder shall vote (or cause to be voted) all shares of Company Common Stock held of record or Beneficially Owned by such Stockholder, whether heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement, and the approval of the terms thereof and each of the transactions 3 other actions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the following actionsCompany under the Merger Agreement; and (iii) except as otherwise expressly agreed to in writing in advance by the Parent, agreements or transactions (other than the Transactions): against: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries or the Funds (other than the Merger and the transactions contemplated by the Merger Agreement); (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2D) any change in the present capitalization of the Company or any amendment of the organizational documents Company's certificate of the Company, incorporation or bylaws; (3E) any other material change in the Company’s 's corporate structure or business, ; or (4F) any other action whichinvolving the Company or any of its Subsidiaries or Funds which is intended, or could in the case of each of the matters referred to in clauses (C) (1)any manner be expected, (2) or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement, including, without limitation, any action to approve or facilitate any Acquisition Proposal. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement, including without limitation in this Section 32, and shall not, prior to the termination of the Merger Agreement in accordance with its terms, elect to convert any Class A Common Stock owned by such Stockholder into Class B Common Stock. (b) In furtherance and not in limitation of the foregoing, each Stockholder hereby irrevocably grants to, and appoints Purchaser the Parent and each of its executive officersJohx X. Xxxxxx xxd Andxxx X. Xxxxxxx, in xn their respective capacities as officers of Purchaserthe Parent, and any individual who shall hereafter succeed to any such officer of the Parent, and any other designee of the Parent, each of them (the “Grantees”)individually, as Stockholder’s its irrevocable proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, ) to vote the Shares or grant a consent or approval or dissent or disapproval as indicated in respect of such Shares solely in accordance with this Section 3(a) hereof 2. Each Stockholder understands and in the discretion acknowledges that each of the Grantees on any adjournment proposal as shall properly be presented at any meeting Parent and the Merger Sub is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthis Agreement. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b2(b) is given in connection with the execution of the Purchase and Sale Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement Agreement. Each Stockholder intends this proxy to be irrevocable and that such irrevocable proxy is coupled with an interest and will take such further action and execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereofproxy. Each Stockholder hereby ratifies and confirms all affirms that such irrevocable proxy shall survive such Stockholder's death, incapacity or incompetence. Each Stockholder hereby authorizes all that each such 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 212 212(e) of the Delaware General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b)Law.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be votedi) the Shares, whether issued, heretofore owned or hereafter acquiredEffective Time and (ii) the termination of the Merger Agreement in accordance with Section 7.1 thereof, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the Company Common Stock held of record or Beneficially Owned by such Stockholder (but excluding the Company Common Stock identified as Excluded Shares on Schedule I hereto), whether heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in favor of approving each approval of the Merger Agreement and the transactions contemplated by thereby (the Purchase and Sale Agreement and this Agreement "Contemplated Transactions"), including, without limitation, the Merger, and any actions required in furtherance thereof and hereof (the “Transactions”); and thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the Contemplated Transactions; and (iii) except as otherwise agreed to in writing in advance by the Parent, against the following actions, agreements or transactions actions (other than the Merger and the other Contemplated Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation Acquisition Proposal; or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons Stockholders who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's certificate of the Company, incorporation or by-laws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichwhich is intended, or could reasonably be expected, to prevent, or delay beyond the date specified in the case of each Section 7.1(b)(1) of the matters referred to in clauses (C) (1)Merger Agreement, (2) the Merger or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions contemplated by this Agreement and the Purchase and Sale AgreementContemplated Transactions. Such Stockholder shall not enter into any contract agreement or understanding with any Person, Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 31 or 3 hereof. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except Each Stockholder hereby agrees that for long as otherwise agreed to this Agreement remains in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredeffect, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall appear at the meeting in person or by proxy (or execute any written consent of the holders of Company Common Stock) or otherwise cause the Shares held of record or Beneficially Owned by such Stockholder on the applicable record date to be counted for purposes of establishing a quorum and vote (or cause to be voted), whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, ; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, ; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2) or (3), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) As security for each Stockholders' obligations under Section 3(a) hereof, each Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s grants to Parent a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares Stockholder solely as and to the extent set forth in accordance with Section 3(a3(a)(i) hereof through (iii); provided, however, that without limiting the foregoing, in any -------- such vote or other action pursuant to such proxy, the Parent shall not in any event have the right (and in such proxy shall not confer the discretion right) to vote against the Merger, to vote to reduce the Offer Consideration or the Merger Consideration or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Grantees on Company or any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any (including the Stockholders) under the Offer or the Merger Agreement or to reduce the obligations of the matters described in Section 3(a) hereof is to be considered Parent thereunder; and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocableprovided, and such proxies are hereby revoked. Stockholder hereby affirms further, that the irrevocable proxy set forth in granted -------- ------- pursuant to this Section 3(b) is given in connection with the execution shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent of any of its obligations under Section 1.1 of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance (ii) any material violation by Parent of any of the duties terms of Stockholder under this Agreement or (iii) the termination of the Merger Agreement or this Agreement in accordance with their respective terms. Each Stockholder intends such proxy to be irrevocable and that such irrevocable proxy is coupled with an interest and will take such further action or execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereof. Stockholder proxy and hereby ratifies and confirms all that such irrevocable revokes any 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy previously granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except The Stockholder hereby agrees that for long as otherwise agreed to this Agreement remains in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredeffect, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , the Stockholder shall appear at the meeting in person or by proxy (i) in favor of approving each or execute any written consent of the transactions contemplated by holders of Company Common Stock) or otherwise cause the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements Shares held of record or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) Beneficially (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2) or (3), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. The Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) As security for the Stockholder's obligations under Section 3(a) hereof, the Stockholder hereby irrevocably appoints Purchaser grants to Parent a proxy to vote the Stockholder's Shares solely as and each of its executive officersto the extent set forth in Section 3(a)(i) through (iii); provided, however, that without limiting the foregoing, in their capacities as officers of Purchaserany such vote or other action pursuant to such proxy, the Parent shall not in any event have the right (and any of them (such proxy shall not confer the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in right) to vote against the name, place and stead of StockholderMerger, to vote to reduce the Shares Offer Consideration or grant a consent the Merger Consideration or approval otherwise modify or dissent amend the Merger Agreement to reduce the rights or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion benefits of the Grantees on Company or any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any (including the Stockholder) under the Offer or the Merger Agreement or to reduce the obligations of the matters described in Section 3(a) hereof is to be considered Parent thereunder; and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocableprovided, and such proxies are hereby revoked. Stockholder hereby affirms further, that the irrevocable proxy set forth in granted pursuant to this Section 3(b) is given in connection with the execution shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent of any of its obligations under Section 1.1 of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance (ii) any material violation by Parent of any of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination terms of this Agreement in accordance with Section 7 hereof. 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 (iii) the provisions of Section 212 termination of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of Merger Agreement or this Agreement in accordance with its terms. The Grantees Stockholder intends such proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times be necessary to effectuate the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate intent of this proxy and hereby revokes any proxy previously granted by it with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Shareholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Effective Time or cause to be voted) termination of the Shares, whether issued, heretofore owned or hereafter acquiredMerger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Shareholder shall vote (or cause to be voted) the shares of Company Common Stock set forth opposite such Shareholder's name on Schedule I hereto under the caption "Option Shares" (collectively, and subject to the last sentence of this Section 2, the "Option Shares"), (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Xxxxxx, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2D) any change in the present capitalization of the Company Company, any mandatory conversion of the Common Stock into Class A Common Stock, or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3E) any other material change in the Company’s 's corporate structure or business, ; or (4F) any other action whichinvolving the Company or its Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Such Shareholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each 2. The number of its executive officers, in their capacities as officers Option Shares shall be reduced or increased after the date hereof to a number of Purchaser, and any shares which represent 19.9% of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full voting power of substitution the issued and re-substitution), for and in the name, place and stead outstanding shares of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion capital stock of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during from the term period commencing with the execution and delivery of this AgreementAgreement and continuing until the Expiration Time (as defined in Section 6 hereof), Stockholder Shareholder irrevocably and unconditionally agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, Shares at any meeting of the holders of Company Common Stock, if anyand at every adjournment or postponement thereof, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving each of (A) the transactions contemplated by the Purchase and Sale Agreement and this Agreement Company Shareholder Approval and any actions required in furtherance thereof and hereof and (B) any proposal to adjourn or postpone such meeting of shareholders of the “Transactions”); Company to a later date if there are not sufficient votes to obtain the Company Shareholder Approval; and (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transactionAcquisition Proposal, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, and (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), which is intended or would reasonably be expected to impedeprevent, materially delay or materially interfere with, delay, postpone, discourage, frustrate with or impair the purpose consummation of the Merger or adversely affect the Transactions other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Shareholder shall not enter into any contract or agreement with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 2 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthat would otherwise violate this Agreement. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder Each Shareholder shall retain at all times the right to vote the Shares in such StockholderShareholder’s sole discretion discretion, and without any other limitation limitation, on all any matters other than those set forth in this Section 3(a2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders shareholders generally. Purchaser may terminate . (b) By entering into this proxy Agreement, solely to the extent of a failure of Shareholder to act in accordance with its obligations under Section 2(a) hereof, Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and re-substitution, to vote during the term of this Agreement with respect to Stockholder the Shares in accordance with Section 2(a) hereof. Shareholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and power of attorney. This proxy and power of attorney granted by Shareholder: (i) is given to secure the performance of the duties of Shareholder under this Agreement; (ii) shall be irrevocable from the period commencing with the execution and delivery of this Agreement and continuing until the Expiration Time; (iii) shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy; (iv) shall revoke any and all prior proxies granted by Shareholder with respect to the Shares; (v) is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Shareholder to the extent not revoked and terminated in accordance with this Section 2(b); (vi) shall not be exercised to vote, consent or act on any matter except as contemplated by Section 2(a) above; and (vii) shall be revoked, terminated and of no further force or effect, automatically and without further action, immediately upon the Expiration Time. (c) Shareholder is entering into this Agreement solely in Shareholder’s capacity as the record holder or Beneficial Owner of Shares, and nothing herein shall limit or affect any actions taken (or any failures to act) by Shareholder in his or her capacity as a director or officer of the Company. The taking of any actions (or any failures to act) by Shareholder (including voting on matters, which may include the consideration of Acquisition Proposals to the extent in accordance with the terms of the Merger Agreement, put to such board or any committee thereof, influencing officers, employees, agents, management or the other directors of the Company and taking any action or making any statement at any time at its sole election by written notice provided to Stockholder. If Stockholder is meeting of such board or any committee thereof) in Shareholder’s capacity as a director or officer of the Company shall not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions constitute a breach of this Section 3(b)Agreement, regardless of the circumstances related thereto.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing Each Stockholder, by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees does hereby constitute and appoint Parent, or any nominee of Parent, with full power of substitution, as his or its true and lawful attorney and proxy, for and in his or its name, place and stead, to vote (as his or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, its proxy at any meeting of the holders of Company Common Stock, if any, however called, or in connection with and to sign such Stockholder's name to any written consent of the holders of Company Common Stock: Stock with respect to, the Shares held of record or Beneficially Owned by such Stockholder that such Stockholder has the power to vote (including at a minimum the Existing Shares), whether heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions reasonably required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) against the following actions, actions or agreements or transactions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) (1) any change in a majority of the persons who constitute the Board of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the organizational documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions contemplated by this Agreement and the Purchase and Sale Agreement. Stockholder shall not enter into any contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the later of this Agreement(x) 180 days from the date hereof or (y) if a Merger Agreement (as hereinafter defined) is executed and delivered within such 180 day period, Stockholder irrevocably agrees the first to vote occur of (or cause to be votedi) the Sharesclosing of any merger (the "Merger") between Sub and Company providing for the shareholders of the Company to receive the Price in exchange for each share of Company Common Stock or (ii) the termination of any such merger agreement (the "Merger Agreement") related thereto, whether issued, heretofore owned or hereafter acquired, (such date being herein referenced to as the "Termination Date") at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (ior cause to be voted) the Shares of record or Beneficially Owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (I) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof hereof; (II) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the “Transactions”); Company under the Merger Agreement or this Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iiIII) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) , (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Articles of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or of business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1clause c(1), (2), (3) or (34), is intended intended, or would could reasonably be expected to to, impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, the effect person or entity of which would be inconsistent with or violative of or the provisions and agreements contained in this the Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser Parent in advance, during the term of this Agreement, the Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actions, agreements or transactions (other than the TransactionsMerger, and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiariesSubsidiaries, (C) (1) any change in a majority of the persons who constitute the Board of Directors of the CompanyCompany Board, (2) any change in the present capitalization of the Company or any amendment of the organizational documents Organizational Documents of the Company, (3) any other material change in the Company’s corporate structure or business, or (4) any other action which, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger or the other transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder shall not enter into any contract Contract with any Person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser Parent and each of its executive officers, in their capacities as officers of PurchaserParent, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b3( b) is given in connection with the execution of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, the Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under conforming to the above provisions of this Section 3(b). (c) Nothing contained in this Agreement shall in any way restrict or limit the Stockholder from taking (or omitting to take) any action in his or her capacity as a director or officer of the Company or otherwise fulfilling his or her fiduciary obligations as a director or officer of the Company.

Provisions Concerning Company Common Stock. (a) Except The Stockholder hereby agrees that for long as otherwise agreed to this Agreement remains in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredeffect, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , the Stockholder shall appear at the meeting in person or by proxy (i) in favor of approving each or execute any written consent of the transactions contemplated by holders of Company Common Stock) or otherwise cause the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements Shares held of record or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) Beneficially (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2) or (3), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. The Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) As security for the Stockholder's obligations under Section 3(a) hereof, the Stockholder hereby irrevocably appoints Purchaser grants to Parent a proxy to vote the Stockholder's Shares solely as and each of its executive officersto the extent set forth in Section 3(a)(i) through (iii); provided, however, that without limiting the foregoing, in their capacities as officers of Purchaserany -------- such vote or other action pursuant to such proxy, the Parent shall not in any event have the right (and any of them (such proxy shall not confer the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in right) to vote against the name, place and stead of StockholderMerger, to vote to reduce the Shares Offer Consideration or grant a consent the Merger Consideration or approval otherwise modify or dissent amend the Merger Agreement to reduce the rights or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion benefits of the Grantees on Company or any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any (including the Stockholder) under the Offer or the Merger Agreement or to reduce the obligations of the matters described in Section 3(a) hereof is to be considered Parent thereunder; and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocableprovided, and such proxies are hereby revoked. Stockholder hereby affirms further, that the irrevocable proxy set forth in granted -------- ------- pursuant to this Section 3(b) is given in connection with the execution shall irrevocably cease and shall be of no further force or effect upon (i) any material breach by Parent of any of its obligations under Section 1.1 of the Purchase and Sale Merger Agreement, that such irrevocable proxy is given to secure the performance (ii) any material violation by Parent of any of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination terms of this Agreement in accordance with Section 7 hereof. 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 (iii) the provisions of Section 212 termination of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of Merger Agreement or this Agreement in accordance with its terms. The Grantees Stockholder intends such proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times be necessary to effectuate the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate intent of this proxy and hereby revokes any proxy previously granted by it with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Shareholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredEffective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approving each approval of the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any 2 covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Company; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesCompany, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Company; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-Laws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Such Shareholder shall not enter into any contract agreement or understanding with any Person, Person (as defined below) the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 1 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) 2 hereof. Stockholder represents that any proxies heretofore given in respect For purposes of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do "Beneficially Own" 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy "Beneficial Ownership" with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 3(b13(d)(3).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each Stockholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Effective Time or cause to be voted) termination of the Shares, whether issued, heretofore owned or hereafter acquiredMerger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against the following actionsany action or agreement that would result in a breach in any respect of any covenant, agreements representation or transactions (other than the Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company warranty or any of its subsidiaries, (B) a sale, lease other obligation or transfer of a material amount of assets agreement of the Company under the Merger Agreement or any of its subsidiariesthis Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (C) against (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Each Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s grants to Parent a proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal Stockholder as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described indicated in Section 3(a) hereof is ). Each Stockholder intends such proxy to be considered irrevocable and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and will take such further action or execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereof. Stockholder proxy and hereby ratifies and confirms all that such irrevocable revokes any 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy previously granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the such Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed Each Stockholder hereby agrees that, prior to the termination of the Merger Agreement in writing by Purchaser in advance, during the term of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredaccordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: Stock in lieu of a meeting, such Stockholder shall vote (or cause to be voted) all shares of Company Common Stock held of record or Beneficially Owned by such Stockholder, whether heretofore owned or hereafter acquired (collectively, the "Shares"), (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement, and the approval of the terms thereof and each of the transactions other actions NY2:\1065197\01\mtwt01!.DOC\66351.0004 contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and thereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the following actionsCompany under the Merger Agreement; and (iii) except as otherwise expressly agreed to in writing in advance by the Parent, agreements or transactions (other than the Transactions): against: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries or the Funds (other than the Merger and the transactions contemplated by the Merger Agreement); (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2D) any change in the present capitalization of the Company or any amendment of the organizational documents Company's certificate of the Company, incorporation or bylaws; (3E) any other material change in the Company’s 's corporate structure or business, ; or (4F) any other action whichinvolving the Company or any of its Subsidiaries or Funds which is intended, or could in the case of each of the matters referred to in clauses (C) (1)any manner be expected, (2) or (3), is intended or would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement, including, without limitation, any action to approve or facilitate any Acquisition Proposal. Such Stockholder shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Agreement, including without limitation in this Section 32, and shall not, prior to the termination of the Merger Agreement in accordance with its terms, elect to convert any Class A Common Stock owned by such Stockholder into Class B Common Stock. (b) In furtherance and not in limitation of the foregoing, each Stockholder hereby irrevocably grants to, and appoints Purchaser the Parent and each of its executive officersJohn V. Murphy and Andrew J. Donohue, in their respective capacities as officers ax xxxxxxxx xx the Pxxxxx, xxx xxx xxdividual who shall hereafter succeed to any such officer of Purchaserthe Parent, and any other designee of the Parent, each of them (the “Grantees”)individually, as Stockholder’s its irrevocable proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, ) to vote the Shares or grant a consent or approval or dissent or disapproval as indicated in respect of such Shares solely in accordance with this Section 3(a) hereof 2. Each Stockholder understands and in the discretion acknowledges that each of the Grantees on any adjournment proposal as shall properly be presented at any meeting Parent and the Merger Sub is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereofthis Agreement. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b2(b) is given in connection with the execution of the Purchase and Sale Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement Agreement. Each Stockholder intends this proxy to be irrevocable and that such irrevocable proxy is coupled with an interest and will take such further action and execute such other instruments as may under no circumstances be revoked prior necessary to termination effectuate the intent of this Agreement in accordance with Section 7 hereofproxy. Each Stockholder hereby ratifies and confirms all affirms that such irrevocable proxy shall survive such Stockholder's death, incapacity or incompetence. Each Stockholder hereby authorizes all that each such 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 212 212(e) of the Delaware General Corporation Law Law. (c) Each Stockholder represents, severally as to itself and not jointly, that any proxies heretofore given in respect of such Stockholder's Shares or any other voting securities of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may Company are not exercise this irrevocable proxy on and hereby revokes any other matter except as provided above. Stockholder shall retain at and all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy previous proxies with respect to Stockholder at the Shares or any time at its sole election by written notice provided to Stockholder. If Stockholder is not other voting securities of the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b)Company.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advance, Each ------------------------------------------ Shareholder hereby agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredEffective Time and termination of the Merger Agreement in accordance with its terms, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Shareholder shall vote (or cause to be voted) the Shares held of record or Beneficially Owned (as defined below) by such Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of approving each approval of the transactions contemplated by the Purchase and Sale Agreement and this Merger Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement (after giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Company; (B) a sale, lease lease, transfer or transfer disposition of a any assets outside the ordinary course of business or any assets which in the aggregate are material amount of assets of to the Company or any of and its subsidiariessubsidiaries taken as a whole, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Company; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or By-Laws; (3) any other material change in the Company’s 's corporate structure or business, or ; or (4) any other action which, in the case of each of the matters referred to in clauses (C) C (1), (2), (3) or (34), is intended intended, or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Stockholder Such Shareholder shall not enter into any contract agreement or understanding with any Person, Person (as defined below) the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares 1 or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) 2 hereof. Stockholder represents that any proxies heretofore given in respect For purposes of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do "Beneficially Own" 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy "Beneficial Ownership" with respect to Stockholder at any time at its sole election by written notice provided securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy Rule 13d-3 under the above provisions Securities Exchange Act of this 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as within the meanings of Section 3(b13(d)(3).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advanceThe Stockholder hereby ------------------------------------------ agrees that, during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, Stockholder irrevocably agrees to vote (the Acceptance Date or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquiredTermination Date, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock, the Stockholder shall vote (or cause to be voted) the Purchase Shares including any Shares acquired by the Stockholder after the date hereof: (ia) against any action, any failure to act, or agreement that would result in favor a breach in any respect of approving each any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement (before giving effect to any materiality or similar qualifications contained therein); and (b) except as otherwise agreed to in writing in advance by LSH, against the following actions (other than the Merger and the transactions contemplated by the Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and (ii) against the following actions, agreements or transactions (other than the TransactionsMerger Agreement): (Ai) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries; (ii) declaration of any dividend or issuance of any securities of the Company (other than upon exercise or conversion of Securities outstanding prior to the date hereof) or any of its Subsidiaries, (Biii) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) iv) (1A) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2B) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3C) any other material change in the Company’s 's corporate structure or business, ; or (4D) any other action whichinvolving the Company or its subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by by, or which would result in a breach of, this Agreement and the Purchase and Sale Merger Agreement. The Stockholder agrees that it shall not enter into any contract agreement with any Person, Person prior to the Termination Date the effect of which would be inconsistent with or violative of to violate the provisions and agreements contained in this Section 36. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Purchaser in advanceEach Stockholder hereby agrees that, during the term period commencing on the date hereof and continuing until the first to occur of the Effective Time or termination of this Agreement, Stockholder irrevocably agrees to vote (or cause to be voted) the Shares, whether issued, heretofore owned or hereafter acquired, at any meeting of the holders of Company Common Stock, if any, however called, or in connection with any written consent of the holders of Company Common Stock: , such Stockholder shall vote (or cause to be voted) the number of shares of Company Common Stock (collectively with the associated Company Rights, the "Shares") set forth opposite such Stockholder's name on Schedule 1 hereto (collectively with the associated Company Rights, the "Existing Shares") and any Shares acquired by such Stockholder after the date hereof (collectively with the Existing Shares, the "Option Shares"): (i) in favor of approving the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the transactions other actions contemplated by the Purchase and Sale Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof (the “Transactions”); and hereof; (ii) against any action, any failure to act, or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement (before giving effect to any materiality or similar qualifications contained therein); and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the TransactionsMerger and the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries, Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or any of its subsidiariesSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, Subsidiaries; (C) ) (1) any change in a majority of the persons who constitute the Board board of Directors directors of the Company, ; (2) any change in the present capitalization of the Company or any amendment of the organizational documents Company's Certificate of the Company, Incorporation or Bylaws; (3) any other material change in the Company’s 's corporate structure or business, ; or (4) any other action whichinvolving the Company or its Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or would could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Transactions Merger and the transactions contemplated by this Agreement and the Purchase and Sale Merger Agreement. Each Stockholder agrees that it shall not enter into any contract agreement or understanding with any Person, person or entity the effect of which would be inconsistent with or violative of to violate the provisions and agreements contained in this Section 32. (b) Stockholder hereby irrevocably appoints Purchaser and each of its executive officers, in their capacities as officers of Purchaser, and any of them (the “Grantees”), as Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote the Shares or grant a consent or approval or dissent or disapproval in respect of such Shares solely in accordance with Section 3(a) hereof and in the discretion of the Grantees on any adjournment proposal as shall properly be presented at any meeting of stockholders of the Company at which any of the matters described in Section 3(a) hereof is to be considered and at any adjournment or postponement thereof in accordance with Section 3(a) hereof. Stockholder represents that any proxies heretofore given in respect of the Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Purchase and Sale Agreement, that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement and that such irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior to termination of this Agreement in accordance with Section 7 hereof. 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 of the General Corporation Law of the State of Delaware. Notwithstanding this Section 3(b), the proxy granted by Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder shall retain at all times the right to vote the Shares in such Stockholder’s sole discretion and without any other limitation on all matters other than those set forth in Section 3(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally. Purchaser may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. If Stockholder is not the record owner of all the Shares, Stockholder shall cause the record owner thereof to execute and grant an irrevocable proxy under the above provisions of this Section 3(b).