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 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 (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 Common Stockholders or the Preferred Stockholders: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against the following actions, agreements or transactions (other than the Merger, 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 Subsidiaries (including any Takeover Proposal), (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 Company Board, (2) any change in the present capitalization of the Company or any amendment of the 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any 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 Agreement.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, the Stockholder shall vote (or cause to be voted) the Preferred Stockholders: Shares (if any) owned by the Stockholder whether issued, heretofore owned or hereafter acquired, (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the Merger Agreement. The Stockholder shall not enter into any Contract agreement or understanding with any Person, Person or entity the effect of which would reasonably be expected to be inconsistent with or violative of violate the provisions and agreements contained in this AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders or the Preferred StockholdersStock: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against the following actions, agreements or transactions (other than the Merger, and 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 Subsidiaries (including any Takeover Proposal)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 Company Board, (2) any change in the present capitalization of the Company or any amendment of the Charter 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 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any 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 AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the Stockholder irrevocably agrees 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) the Preferred Stockholders: Shares of record or Beneficially Owned by such Stockholder, whether issued, heretofore owned or hereafter acquired, (iI) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof 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 (iiIII) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, (2) any change in the present capitalization of the Company or any amendment of the 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any 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 Agreement.,

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, (ii) Effective Time or (iii) termination of the Stockholder irrevocably agrees to vote (or cause to be voted) 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Shareholder shall vote (or cause to be voted) the Preferred Stockholders: Shares held of record or Beneficially Owned by such Shareholder, whether issued, heretofore owned or hereafter acquired, (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, Board of Directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders or the Preferred StockholdersStock: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against the following actions, agreements or transactions (other than the Merger, and 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 Subsidiaries (including any Takeover Proposal)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 Company Board, (2) any change in the present capitalization of the Company or any amendment of the Charter 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 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any 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 AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except a)Except as otherwise agreed to in writing by 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), the 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 (the “Common Stockholders”) Stock, and at every adjournment or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)postponement thereof, however called, or in connection with any written consent of the holders of Company Common Stockholders or the Preferred StockholdersStock: (i) in favor of (A) the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement Company Shareholder Approval and any actions required in furtherance thereof and hereofhereof and (B) any proposal to adjourn or postpone such meeting of shareholders of the 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 Merger, and the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): (A) any extraordinary corporate transactionAcquisition Proposal, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (including any Takeover Proposal), 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 Company Board, (2) any change in the present capitalization of the Company or any amendment of the 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), which is intended or could would reasonably be expected to impedeprevent, materially delay or materially interfere with, delay, postpone, discourage, frustrate with or materially impair the purpose consummation of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder Shareholder shall not enter into any Contract contract or agreement 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 2 or that would otherwise violate this Agreement. Each Shareholder shall retain at all times the right to vote the Shares in such Shareholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s shareholders generally. (b)By entering into this 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 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 meeting of such board or any committee thereof) in Shareholder’s capacity as a director, officer or employee of the Company shall not constitute a breach of this Agreement, regardless of the circumstances related thereto. 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) the Preferred Stockholders: Shares owned by such Stockholder whether issued, heretofore owned or hereafter acquired, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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; or (C) (1) any change in a majority of the persons who constitute the Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Offer, the Merger or the other consummation of the transactions contemplated by this Agreement and the Merger Agreement. No Stockholder shall not enter into any Contract agreement or understanding with any Person, Person or entity the effect of which would reasonably be expected to be inconsistent with or violative of violate the provisions and agreements contained in this AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders or the Preferred StockholdersStock: (i) in favor of approving the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger Top-Up Purchase and each of the other actions transactions contemplated by the Merger Purchase and Sale Agreement and this Agreement and any actions required in furtherance thereof and hereofhereof (the “Transactions”); and (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 Merger, the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement Top-Up Purchase and the Subsidiary Transfer Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (including any Takeover Proposal)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 Subsidiariessubsidiaries, (C) (1) any change in a majority of the persons who constitute the Company BoardBoard of Directors of the Company, (2) any change in the present capitalization of the Company or any amendment of the Charter Documents 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 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger Top-Up Purchase or the other transactions Transactions contemplated by this Agreement and the Merger Purchase and Sale 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 AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) the Preferred Stockholders: 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 the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of violate the provisions and agreements contained in this AgreementSection 2.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Common Stockholders or the Preferred StockholdersStock: (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (ii) against the following actions, agreements or transactions (other than the Merger, and 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 Subsidiaries (including any Takeover Proposal)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 Company BoardBoard of Directors, (2) any change in the present capitalization of the Company or any amendment of the Charter 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 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 could reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder shall not enter into any 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 AgreementSection 3.

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 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 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders 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 Preferred Stockholders: "Shares"), (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement Agreement, and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions NY2:\1065197\01\mtwt01!.DOC\66351.0004 contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereofthereof; and (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 actions, agreements or transactions (other than the Merger, the transactions contemplated by Company under the Merger Agreement; and (iii) except as otherwise expressly agreed to in writing in advance by the Parent, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): against: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or the Funds (including any Takeover Proposalother 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 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 Company Board, board of directors of the Company; (2D) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval Company or any of the Common Stockholders its Subsidiaries or the Preferred Stockholders whichFunds which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably in any manner be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this Agreement, including without limitation in this Section 2, 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.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the Stockholder irrevocably agrees to vote (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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Shareholder shall vote (or cause to be voted) the Preferred Stockholders: 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 the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of 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 Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this AgreementSection 2. The number of Option Shares shall be reduced or increased after the date hereof to a number of shares which represent 19.9% of the voting power of the issued and outstanding shares of capital stock of the Company.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the Stockholder irrevocably agrees to vote (or cause to be voted) Effective Time and 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Shareholder shall vote (or cause to be voted) the Preferred Stockholders: Shares held of record or Beneficially Owned (as defined below) by such Shareholder, whether heretofore owned or hereafter acquired, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 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) C (1), (2), (3) or (34), is intended intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement., "

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the Stockholder irrevocably agrees to vote (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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, the Stockholder shall vote (or cause to be voted) the Preferred StockholdersPurchase 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 any covenant, representation or warranty or any other obligation or agreement of the adoption of Company under the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and or this Agreement and (before giving effect to any actions required in furtherance thereof and hereofmateriality or similar qualifications contained therein); and (iib) except as otherwise agreed to in writing in advance by LSH, against the following actions, agreements or transactions actions (other than the Merger, Merger and the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): (Ai) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries Subsidiaries; (including ii) declaration of any Takeover Proposal)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 Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, ; (Civ) (1A) any change in a majority of the persons who constitute the Company Board, board of directors of the Company; (2B) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by by, or which would result in a breach of, this Agreement and the 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 reasonably be expected to be inconsistent with or violative of violate the provisions and agreements contained in this AgreementSection 6.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent in advance, Each AT&T Party hereby jointly and severally agrees that during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, the Stockholder irrevocably agrees to vote (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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, Holding shall, in its capacity as a holder of Company Common Stock and subject to Section 8, vote (and the Other AT&T Parties shall cause to be voted) all of the issued and outstanding Shares held of record or Beneficially Owned by Holding, whether heretofore owned and held as of the Preferred Stockholders: date hereof or hereafter acquired, other than in connection with the termination of the Merger Agreement in accordance with its terms (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereofhereof if, but only if, a majority of the issued and outstanding Company Common Stock not owned by Holding that is represented in person or by proxy at any meeting of the holders of the Company Common Stock at which the holders of a majority of the shares of Company Common Stock not owned by Holding are present shall have voted to approve the Merger, it being understood that in the event of any other vote at such meeting Holding may abstain with respect to the approval and adoption of the Merger and the Merger Agreement; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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) (1C)(1) any change in a majority of the persons who constitute the Company Boardboard of directors of the Company, provided that Holding and the Other AT&T Parties may, at any time, change its designees to the board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of materially delay or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the Merger Agreement. Stockholder , and during such period no AT&T Party shall not enter into any Contract agreement or understanding with any Person, person or entity the effect of which would reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this AgreementSection 2.

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 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 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders 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 Preferred Stockholders: "Shares"), (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement Agreement, and the approval of the terms thereof, the approval of the Merger thereof and each of the 3 other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereofthereof; and (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 actions, agreements or transactions (other than the Merger, the transactions contemplated by Company under the Merger Agreement; and (iii) except as otherwise expressly agreed to in writing in advance by the Parent, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): against: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries or the Funds (including any Takeover Proposalother 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 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 Company Board, board of directors of the Company; (2D) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval Company or any of the Common Stockholders its Subsidiaries or the Preferred Stockholders whichFunds which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably in any manner be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this Agreement, including without limitation in this Section 2, 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.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the Stockholder irrevocably agrees to vote (or cause to be voted) Effective Time and 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) the Preferred Stockholders: Shares held of record or Beneficially Owned (as defined below) by such Stockholder, whether heretofore owned or hereafter acquired, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 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) C (1), (2), (3) or (34), is intended intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by this Agreement and the 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 reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in Section 1 or 2 hereof. For purposes of this Agreement., "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities 1

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing Each Stockholder, by Parent in advance, during the term of this Agreement, the 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with and to sign such Stockholder's name to any written consent of the holders of Company Common Stockholders Stock with respect to, the Shares held of record or Beneficially Owned by such Stockholder that such Stockholder has the Preferred Stockholders: power to vote (including at a minimum the Existing Shares), whether heretofore owned or hereafter acquired, (i) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions reasonably required in furtherance thereof and hereof; and (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 Merger, Merger and 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 Subsidiaries (including any Takeover Proposal), 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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring the approval of the Common Stockholders or the Preferred Stockholders agreement which, in the case of each of the matters referred to in clauses (C) (1C)(l), (2) or (3), is intended intended, or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or and the other transactions contemplated by this Agreement and the Merger Agreement. Each Stockholder shall not enter into any Contract with any Person, the effect of which would reasonably be expected further agrees to cause his or its Shares to be inconsistent voted in accordance with or violative the foregoing. Each Stockholder acknowledges receipt and review of a copy of the provisions and agreements contained in this Merger Agreement.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent in advanceEach Stockholder hereby agrees that, during the term period commencing on the date hereof and continuing until the first to occur of this Agreement, the Stockholder irrevocably agrees to vote (Effective Time 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) its Securities including any Securities acquired by such Stockholder after the Preferred Stockholdersdate hereof: (ia) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof, the approval of the Merger thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof; (b) 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 (iic) except as otherwise agreed to in writing in advance by Parent, against the following actions, agreements or transactions actions (other than the Merger, Merger and the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer ): (Ai) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries Subsidiaries; (including ii) declaration of any Takeover Proposal)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 Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, ; (Civ) (1A) any change in a majority of the persons who constitute the Company Board, board of directors of the Company; (2B) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring involving the approval of the Common Stockholders Company or the Preferred Stockholders whichits Subsidiaries which is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impede, interfere with, delay, postpone, discourage, frustrate the purpose of or materially adversely affect the Merger or and the other transactions contemplated by by, or which would result in a breach of, this Agreement and the Merger Agreement. Each 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 reasonably be expected to be inconsistent with or violative of violate the provisions and agreements contained in this AgreementSection 3.

Provisions Concerning Company Common Stock. (a) Except as otherwise agreed to in writing by Parent 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, the 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 (the “Common Stockholders”) or of the holders of the Company Preferred Stock (the “Preferred Stockholders”)Stock, however called, or in connection with any written consent of the holders of Company Common Stockholders Stock, such Stockholder shall vote (or cause to be voted) the Preferred Stockholders: 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 the adoption approval of the Merger Agreement and the approval of transactions contemplated thereby (the terms thereof"Contemplated Transactions"), including, without limitation, the approval of the Merger and each of the other actions contemplated by the Merger Agreement and this Agreement Merger, and any actions required in furtherance thereof and hereofthereof; and (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, the transactions contemplated by the Merger Agreement, the Subsidiary Transfer Agreement and the Subsidiary Transfer 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 (including any Takeover Proposal), (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 Company Board, board of directors of the Company; (2) any change in the present capitalization of the Company or any amendment of the Charter 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 requiring the approval of the Common Stockholders or the Preferred Stockholders whichwhich is intended, in the case of each of the matters referred to in clauses (C) (1), (2) or (3), is intended or could reasonably be expected expected, to impedeprevent, interfere withor delay beyond the date specified in Section 7.1(b)(1) of the Merger Agreement, delay, postpone, discourage, frustrate the purpose of or adversely affect the Merger or the other transactions contemplated by this Agreement and the Merger AgreementContemplated Transactions. Such Stockholder shall not enter into any Contract agreement or understanding with any Person, Person the effect of which would reasonably be expected to be inconsistent with or violative of the provisions and agreements contained in this AgreementSection 1 or 3 hereof.