Common use of Tender of Shares Clause in Contracts

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Each Stockholder hereby agrees to shall validly tender or cause to be validly tendered to Purchaser in the Offer all of such Stockholder’s Subject Shares pursuant to and in accordance with the terms of the OfferOffer (free and clear of any Liens or restrictions, except for any applicable restrictions on transfer under the Securities Act and the rules and regulations promulgated thereunder that would not in any event prevent Stockholder from tendering the Subject Shares in accordance with this Agreement or otherwise complying with Stockholder’s obligations under this Agreement). Without limiting the generality of the foregoing, no later than five (5) Business Days following the fifth business day after later of (x) commencement (within the meaning of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 promulgated under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration ) of the Offer without Purchaser purchasing all shares and (y) the date of delivery by the Company Common Stock tendered of the form letter of transmittal with respect to the Offer, each Stockholder shall: (a) deliver pursuant to the terms of the Offer (i) a letter of transmittal with respect to such Stockholder’s Subject Shares complying with the terms of the Offer, (ii) a Stock Certificate (or affidavits of loss in accordance with its terms). If Stockholder acquires Beneficial Ownership lieu thereof) representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Subject Shares that are Book-Entry Shares and (iii) all other documents or instruments required to be delivered pursuant to the terms of the Offer; or (b) instruct such Stockholder’s broker or such other Person that is the holder of record of any outstanding shares of Company Common Stock after the date hereof and prior Subject Shares owned by such Stockholder to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Subject Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with clause (a) of this Section 1.1 and the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date terms of the Offer. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to (x) exercise any Company Equity Award or require Stockholder to purchase any Shares or (y) accelerate the delivery of any Shares subject to any deferred delivery provision pursuant to any Employee Performance Share Award Agreement (as amended), and not withdraw nothing herein shall prohibit Stockholder from exercising any Company Equity Award held by such Shares, or cause such Shares to be withdrawn, from Stockholder as of the Offer at any time (except in accordance with the provisions date of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder Shareholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to with Parent and in accordance with Buyer that Shareholder will, promptly after the terms date of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing but in all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, events not later than the fifth business day after commencement of ten (10) Business Days thereafter, or if Shareholder has not received the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than Documents by such time, on or before the fifth business day after within two (2) Business Days following receipt of such acquisition, documents but in any event prior to the expiration date of the OfferAcceptance Date), and not withdraw such Sharestender to Buyer or its agent, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions Offer, all Shares Beneficially Owned by Shareholder on such date (the "Tendered Shares"). Shareholder further agrees to tender to Buyer or its agent promptly after Shareholder's acquisition thereof (but in all events not later than ten (10) Business Days after such acquisition and in any event prior to the Acceptance Date) all other shares of Company Common Stock acquired and Beneficially Owned by Shareholder at any time prior to the Acceptance Date or the date on which the Offer is terminated or expires without Buyer's having accepted shares for payment; all such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement). Stockholder shall Shareholder agrees not to withdraw any of the Tendered Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing Buyer having accepted the Tendered Shares for payment. Shareholder acknowledges and agrees that Buyer's obligation to accept for payment and pay for the Tendered Shares is subject to all shares the terms and conditions of Company Common Stock validly tendered the Offer. Shareholder hereby permits Parent and Buyer to publish and disclose in the Offer and not withdrawn. Notwithstanding Documents and, if approval of the foregoing, a Stockholder may decline to tender, or may withdrawCompany Shareholders is required under applicable Law, any Company Proxy Statement (including all documents and all schedules filed with the SEC), if any, its identity and ownership of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in and the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal nature of its Shares pursuant to the immediately preceding provisocommitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Stockholder hereby agrees to shall validly tender or cause to be tendered to Purchaser Merger Sub pursuant to and in accordance with the terms of the Offer, not later than the fifth business day tenth Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock and Company Preferred Stock Beneficially Owned by it it, all of which, for the avoidance of doubt as set forth of the date hereof, are listed on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser Merger Sub purchasing all shares of Company Common Stock and Company Preferred Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock or Company Preferred Stock after the date hereof and prior to the termination of this Agreementhereof, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”; provided, that, solely for purposes of this Section 2(a), the term “Shares” shall not include any shares of Company Common Stock or Company Preferred Stock that are subject of a restricted stock award if such shares are unvested or are subject to repurchase option, risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other Contract with the Company), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser Merger Sub pursuant to and in accordance with the Offer, not later than the fifth business day tenth Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day second (2nd) Business Day after such acquisition, but in any event prior to the expiration date of the OfferInitial Expiration Time, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following the provisions termination or expiration of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser Merger Sub purchasing all shares of Company Common Stock validly and Company Preferred Stock tendered in pursuant to the Offer and not withdrawnin accordance with its terms). Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser Merger Sub amends the Offer to (i) reduce the Offer Price for the Shares in the OfferPrice, (ii) reduce the number of shares of Company Common Stock or Company Preferred Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer or (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer or the Merger Agreement in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”Condition). A Stockholder shall give Purchaser Merger Sub at least two (2) business daysBusiness Days’ prior notice of any withdrawal of its Shares pursuant permitted under this clause (a) (or such shorter time as may be necessary in order to the immediately preceding provisopermit Stockholder to validly exercise its withdrawal rights hereunder).

Tender of Shares. (a) Each Stockholder hereby agrees that such ---------------- Stockholder will validly tender (or cause the record owner of such shares to validly tender or cause to tender) and sell (and not withdraw, except in the event the Purchase Option is exercised, in which case such withdrawal shall be tendered to Purchaser for the limited purpose of consummating the Purchase Option) pursuant to and in accordance with the terms of the Offer, Offer not later than the fifth business day after commencement of the Offer pursuant to Article 1 (or the earlier of the Purchase expiration date of the Offer and Sale Agreement and Rule 14d-2 under the Exchange Actfifth business day after such Shares are acquired by such Stockholder if the Stockholder acquires Shares after the date hereof), or, if the number Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents, all of the then outstanding shares of Company Common Stock Beneficially Owned beneficially owned by it as set forth on such Stockholder (including the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered outstanding as of the date hereof and set forth on Schedule A hereto opposite such Stockholder's name). Upon the purchase by Purchaser of all of such then outstanding shares of Company Common Stock beneficially owned by such Stockholder pursuant to the Offer in accordance with its terms)this Section 7, this Agreement will terminate as it relates to such Stockholder. If In the event, notwithstanding the provisions of the first sentence of this Section 7, any Shares beneficially owned by a Stockholder acquires Beneficial Ownership are for any reason withdrawn from the Offer or are not purchased pursuant to the Offer, such Shares will remain subject to the terms of any outstanding this Agreement. Each Stockholder acknowledges that Purchaser's obligation to accept for payment and pay for the shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer is subject to all the terms and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all conditions of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees to shall validly tender or cause to be tendered to Purchaser Merger Sub pursuant to and in accordance with the terms of the Offer, not later than the fifth business day tenth Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock and Company Preferred Stock Beneficially Owned by it it, all of which, for the avoidance of doubt as set forth of the date hereof, are listed on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser Merger Sub purchasing all shares of Company Common Stock and Company Preferred Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock or Company Preferred Stock after the date hereof and prior to the termination of this Agreementhereof, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”; provided, that, solely for purposes of this Section 2(a), the term “Shares” shall not include any shares of Company Common Stock or Company Preferred Stock that are subject of a restricted stock award if such shares are unvested or are subject to repurchase option, risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other Contract with the Company), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser Merger Sub pursuant to and in accordance with the Offer, not later than the fifth business day tenth Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day second (2nd) Business Day after such acquisition, but in any event prior to the expiration date of the OfferInitial Expiration Time, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following the provisions termination or expiration of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser Merger Sub purchasing all shares of Company Common Stock validly and Company Preferred Stock tendered in pursuant to the Offer and not withdrawnin accordance with its terms). Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser Merger Sub amends the Offer to (i) reduce the Offer Price for Price, other than as specifically permitted by Section 1.01(c) of the Shares in the OfferMerger Agreement, (ii) reduce the number of shares of Company Common Stock or Company Preferred Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer or (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer or the Merger Agreement in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”Condition). A Stockholder shall give Purchaser Merger Sub at least two (2) business daysBusiness Days’ prior notice of any withdrawal of its Shares pursuant permitted under this clause (a) (or such shorter time as may be necessary in order to the immediately preceding provisopermit Stockholder to validly exercise its withdrawal rights hereunder).

Tender of Shares. (a) Each Stockholder hereby agrees to validly tender the Shares, shares of Convertible Preferred Stock and Warrants (collectively, the "Company Securities") Beneficially Owned by such Stockholder, or cause such Company Securities to be tendered, into the Offer promptly after Parent causes Acquisition to commence the Offer, but in no event later than five (5) Business Days after the date on which Stockholder receives the Offer Documents for tendering such Company Securities. Each Stockholder further agrees that such Stockholder shall not withdraw any Company Securities so tendered unless and until the Termination Date occurs. With respect to Purchaser the Shares tendered pursuant to this Section 1, each Stockholder will receive the same price per Share (but in any event not less than $4.60 per Share) received by the other stockholders of the Company pursuant to the Offer. In the case of any shares of Convertible Preferred Stock owned by a Stockholder, Acquisition shall pay the tender offer price per Share multiplied by the number of shares of common stock into which such shares of Convertible Preferred Stock are convertible. In the case of any Warrants owned by a Stockholder, Acquisition shall purchase such Warrants for a purchase price equal to the difference between the exercise price thereof and the tender offer price per share, multiplied by the number of shares of common stock for which such Warrants are then exercisable. For purposes of this Agreement, the "Termination Date" shall be the first to occur of the close of business on (a) the date that Acquisition terminates the Offer in accordance with the terms of the OfferMerger Agreement, not later than (b) the fifth business day after commencement of date the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and expires in accordance with the Offer, not later than the fifth business day after commencement terms of the Offer Merger Agreement, or (c) the date the Merger Agreement is terminated pursuant to Article 1 8 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act orMerger Agreement, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause each case without such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject being purchased by Acquisition pursuant to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by him, her or it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth 5th business day after such acquisition, acquisition but in any event prior to the expiration date of the Offer, Expiration Date and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or otherwise or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the OfferPrice, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer or (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to the Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees may elect to validly tender or cause to be tendered to Purchaser Merger Sub pursuant to and in accordance with the terms of the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page Schedule I hereto (the “Existing Shares”), and (to the extent tendered) will not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser Merger Sub purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). Stockholder shall comply with, and hereby reaffirms, the obligations of Stockholder pursuant to Section 3 of this Agreement, irrespective of whether Stockholder elects to tender any Existing Shares pursuant to this Section 2. If Stockholder acquires Beneficial Ownership record ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall may elect to validly tender such Shares or cause such Shares to be tendered to Purchaser Merger Sub pursuant to and in accordance with the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day 5th Business Day after such acquisition, acquisition but in any event prior to the expiration date of Expiration Date and (to the Offer, and extent tendered) will not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following the provisions termination or expiration of this Agreement). Stockholder shall not withdraw any Shares so the Offer without Merger Sub purchasing all shares of Common Stock tendered unless this Agreement is terminated or otherwise terminates pursuant to the Offer in accordance with its terms). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any option to purchase shares of Common Stock or to tender any securities not outstanding at the relevant time. Stockholder acknowledges that his, her or its obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Shares to Merger Sub contained herein require Stockholder to tender the Shares to Merger Sub in the event that Parent or Merger Sub adjust the terms and conditions of the Merger Agreement in response to a Superior Proposal pursuant to Parent’s and Merger Sub’s “match” rights under Section 7 hereof or 5.3(c) of the Merger Agreement; provided, that following any such adjustment to the Merger Agreement (1) the terms and conditions of the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly shall be no less favorable to Stockholder than as described in the Merger Agreement on the date hereof and (2) the consideration paid to the Stockholder for Shares tendered in the Offer and not withdrawn. Notwithstanding is the foregoing, a Stockholder may decline highest consideration paid to tender, or may withdraw, any and all other holder of Stockholder’s Shares if, without the consent Common Stock for shares of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares Common Stock tendered in the Offer; provided further, (ii) reduce that the number of shares of Company Common Stock subject Stockholder’s obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Offer, (iii) change Shares shall cease to be binding on the form of consideration payable Stockholder in the Offer, (iv) change event that Parent or Merger Sub adjusts the “Minimum Condition,” which requires the tender of 35% terms and conditions of the fully diluted shares of Company Common Stock, or (v) amend or modify Merger Agreement in any term or condition of the Offer in a manner adverse to Stockholder (way other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reducedas provided in items (1) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two and (2) business days’ prior notice of any withdrawal of its Shares pursuant the foregoing proviso. Notwithstanding anything in this Agreement to the immediately preceding provisocontrary, any shares acquired by Stockholder after the date hereof and prior to the termination of this Agreement from any Person who is obligated under an agreement among such Person, Parent and Merger Sub, which Agreement is substantially similar to this Agreement (a “Parallel Agreement”) that do not constitute “Shares” under such Parallel Agreement shall not constitute Shares under this Agreement for any purpose.

Tender of Shares. (a) The Stockholder hereby agrees to tender validly tender (and not to withdraw), or to cause to be tendered to Purchaser validly (and not withdrawn), pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, all of the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on Stockholder's Subject Shares (other than Shares for which unexercised options are exercisable unless such options shall have been exercised) not later than (i) the signature page hereto fifth (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration 5th) Business Day after commencement of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to and (ii) in the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership case of any outstanding shares of Company Common Stock Subject Shares acquired after the date hereof and prior to the termination of this Agreementhereof, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Sharesotherwise, the “Shares”)next succeeding Business Day after acquisition thereof, Stockholder shall validly tender such Shares or and will cause such the Stockholder's Subject Shares to be remain validly tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or withdrawn until the Offer is terminated or has expired without Purchaser Sub purchasing all shares of Company Common Stock Shares validly tendered in the Offer and not withdrawnOffer. Notwithstanding the foregoingprovisions of the preceding sentence, a Stockholder may decline to tender, or may withdraw, in the event that any and all of Stockholder’s Subject Shares if, without the consent of Stockholder, Purchaser amends are for any reason withdrawn from the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject or are not purchased pursuant to the Offer, (iii) change such Subject Shares shall remain subject to the form terms of consideration payable in this Agreement until the termination hereof. The parties hereby acknowledge and agree that the obligation of Sub to accept for payment and pay for Shares tendered into the Offer, (iv) change including the “Minimum Condition,” which requires Subject Shares, is subject to the tender of 35% conditions set forth in Annex A to the Merger Agreement. The obligations of the fully diluted shares of Company Common Stock, Stockholder hereunder are conditioned on the Merger Agreement not being amended to decrease the Offer Price or (v) amend in any manner that materially delays or modify any term or condition adversely affects the ability of the Offer in a manner adverse Company, Parent or Sub to Stockholder (consummate the Offer, the Merger or the other than insignificant changes or amendments or other than to waive any condition other than transactions contemplated by the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding provisoMerger Agreement.

Tender of Shares. (a) Stockholder hereby agrees to shall validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by him, her or it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”; provided, that, solely for purposes of this Section 2(a), the term “Shares” shall not include any shares of Company Common Stock that are subject of a restricted stock award if such shares are unvested or are subject to repurchase option, risk of forfeiture or other condition on title or ownership under any applicable restricted stock purchase agreement or other Contract with the Company), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth 5th business day after such acquisition, acquisition but in any event prior to the expiration date of the Offer, Expiration Date and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or otherwise or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the OfferPer Share Amount, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer or (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer or the Merger Agreement in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding provisoproviso (or such shorter time as may be necessary in order to permit Stockholder to validly exercise its withdrawal rights hereunder).

Tender of Shares. (a) Each Stockholder hereby agrees that such Stockholder will validly tender (or cause the record owner of such shares to validly tender or cause to tender) and sell (and not withdraw, except in the event the Purchase Option is exercised, in which case such withdrawal shall be tendered to Purchaser for the limited purpose of consummating the Purchase Option) pursuant to and in accordance with the terms of the Offer, Offer not later than the fifth business day after commencement of the Offer pursuant to Article 1 (or the earlier of the Purchase expiration date of the Offer and Sale Agreement and Rule 14d-2 under the Exchange Actfifth business day after such Shares are acquired by such Stockholder if the Stockholder acquires Shares after the date hereof), or, if the number Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents, all of the then outstanding shares of Company Common Stock Beneficially Owned beneficially owned by it such Stockholder (including the shares of Common Stock outstanding as of the date hereof and shares issued following the exercise (if any) of the Options, Warrants and Rights, in each case as set forth on Schedule A hereto opposite such Stockholder's name). Upon the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, purchase by Purchaser or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration Merger Sub of the Offer without Purchaser purchasing all of such then outstanding shares of Company Common Stock tendered beneficially owned by such Stockholder pursuant to the Offer in accordance with its terms)this Section 6, this Agreement will terminate as it relates to such Stockholder. If Stockholder acquires Beneficial Ownership In the event, notwithstanding the provisions of the first sentence of this Section 6, any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or beneficially owned by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), a Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in are for any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, reason withdrawn from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall or are not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject purchased pursuant to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its such Shares pursuant will remain subject to the immediately preceding proviso.terms of this Agreement. Each Stockholder acknowledges that Purchaser's obligation to accept for payment and pay for

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by him, her or it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”; provided, that, solely for purposes of this Section 2(a), the term “Shares” shall not include any “restricted” shares of Company Common Stock, it being understood that such restricted shares will be subject to Section 2.5(a)(iii) of the Merger Agreement), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth 5th business day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth 5th business day after such acquisition, acquisition but in any event prior to the expiration date of the Offer, Expiration Date and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or otherwise or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the OfferPrice, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer or (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to the Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of the Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iii) change the form of consideration payable in the Offer, Offer (iv) change the “Minimum Condition,” which requires the is contemplated to require tender of 3530% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to the Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser Merger Sub pursuant to and in accordance with the terms of the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page Schedule I hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser Merger Sub purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership record ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser Merger Sub pursuant to and in accordance with the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day 5th Business Day after such acquisition, acquisition but in any event prior to the expiration date of the Offer, Expiration Date and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following the provisions termination or expiration of this Agreement). Stockholder shall not withdraw any Shares so the Offer without Merger Sub purchasing all shares of Common Stock tendered unless this Agreement is terminated or otherwise terminates pursuant to the Offer in accordance with its terms). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any option to purchase shares of Common Stock or to tender any securities not outstanding at the relevant time. Stockholder acknowledges that his, her or its obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Shares to Merger Sub contained herein require Stockholder to tender the Shares to Merger Sub in the event that Parent or Merger Sub adjust the terms and conditions of the Merger Agreement in response to a Superior Proposal pursuant to Parent’s and Merger Sub’s “match” rights under Section 7 hereof or 5.3(c) of the Merger Agreement; provided, that following any such adjustment to the Merger Agreement (1) the terms and conditions of the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly shall be no less favorable to Stockholder than as described in the Merger Agreement on the date hereof and (2) the consideration paid to the Stockholder for Shares tendered in the Offer and not withdrawn. Notwithstanding is the foregoing, a Stockholder may decline highest consideration paid to tender, or may withdraw, any and all other holder of Stockholder’s Shares if, without the consent Common Stock for shares of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares Common Stock tendered in the Offer; provided further, (ii) reduce that the number of shares of Company Common Stock subject Stockholder’s obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Offer, (iii) change Shares shall cease to be binding on the form of consideration payable Stockholder in the Offer, (iv) change event that Parent or Merger Sub adjusts the “Minimum Condition,” which requires the tender of 35% terms and conditions of the fully diluted shares of Company Common Stock, or (v) amend or modify Merger Agreement in any term or condition of the Offer in a manner adverse to Stockholder (way other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reducedas provided in items (1) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two and (2) business days’ prior notice of any withdrawal of its Shares pursuant the foregoing proviso. Notwithstanding anything in this Agreement to the immediately preceding provisocontrary, any shares acquired by Stockholder after the date hereof and prior to the termination of this Agreement from any Person who is obligated under an agreement among such Person, Parent and Merger Sub, which Agreement is substantially similar to this Agreement (a “Parallel Agreement”) that do not constitute “Shares” under such Parallel Agreement shall not constitute Shares under this Agreement for any purpose.

Tender of Shares. (a) Stockholder hereby agrees a. Acquiror and Merger Sub jointly and severally agree: i. subject to validly tender or cause the conditions of the Offer set forth in Annex A to be the Merger Agreement and the other terms and conditions of the Merger Agreement, that Merger Sub will purchase all shares of Common Stock tendered to Purchaser pursuant to the Offer as promptly as practicable following commencement of the Offer and that Merger Sub will consummate the Merger in accordance with the terms of the OfferMerger Agreement; ii. not to decrease the price per share to be paid to the Company's shareholders in the Offer below $9.625 per share (the "Tender Offer Price"); and iii. to deliver, not or to cause to be delivered, the Offer Documents to the Shareholder. The provisions of Sections 3(a)(i) and 3(a)(ii) shall survive the termination of this Agreement. b. The Shareholder will (i) tender the Shares into the Offer promptly, and in any event no later than the fifth business day after following the commencement of the Offer, or, if the Shareholder has not received the Offer pursuant to Article 1 Documents by such time, within two business days following receipt of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”)such documents, and (ii) not to withdraw the Existing Shares, or cause the Existing any Shares to be withdrawn, from the Offer at any time so tendered (except following in the termination or expiration event the Stock Option is exercised). Upon the purchase of all the Offer without Purchaser purchasing all shares of Company Common Stock tendered Shares pursuant to the Offer in accordance with its termsthis Section 3, this Agreement will terminate. The Shareholder will receive the same price per Share received by other shareholders of the 2 3 Company in the Offer with respect to Shares tendered by it in the Offer. In the event that, notwithstanding the provisions of the first sentence of this Section 3(b). If Stockholder acquires Beneficial Ownership of , any outstanding shares of Company Common Stock after Shares are for any reason withdrawn from the date hereof and prior Offer or are not purchased pursuant to the termination Offer, such Shares will remain subject to the terms of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares . The Shareholder acknowledges that Merger Sub's obligation to be tendered to Purchaser pursuant to accept for payment and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price pay for the Shares in the Offer is subject to all the terms and conditions of the Offer, (ii) reduce . On the number of shares of Company Common Stock subject date the Shares are accepted for payment and purchased by Merger Sub pursuant to the Offer, Merger Sub or Acquiror, as the case may be, shall make payment by wire transfer or other method (iiias agreed by Merger Sub and the Shareholder) change to the form Shareholder of consideration payable the purchase price for such Shares to an account designated by the Shareholder. c. The Shareholder hereby agrees to permit Acquiror to publish and disclose in the OfferOffer Documents and, (iv) change the “Minimum Condition,” which requires the tender of 35% if approval of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition shareholders of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than Company is required under applicable law, the Minimum Condition which Proxy Statement, its identity and ownership of Common Stock and the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal nature of its Shares pursuant to the immediately preceding provisocommitments, arrangements and understandings under this Agreement. 4.

Tender of Shares. (a) Each Stockholder hereby agrees agrees, severally but not jointly, to validly tender or cause (and not to be tendered to Purchaser withdraw) pursuant to and in accordance with the terms of the Offer, not later than the fifth (5th) business day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, (i) all of the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth such Stockholder on the signature page hereto date hereof (the “"Existing Shares”"), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at (ii) any time (except following the termination or expiration of the Offer without Purchaser purchasing all additional shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If acquired by such Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreementthe Offer, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise Beneficially Owned by such Stockholder (the "Additional Shares" and, together with the Existing Shares, the “"Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement"). Stockholder shall not withdraw any Schedule I hereto sets forth opposite such Stockholder's name the aggregate number of Existing Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or and the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the aggregate number of shares of Company Common Stock subject to options, warrants or other securities convertible into or exercisable for shares of Company Common Stock (the "Options") Beneficially Owned by such Stockholder on the date hereof. Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation to accept for payment and pay for Shares in the Offer, (iii) including the Shares Beneficially Owned by such Stockholder, is subject to the terms and conditions of the Offer. Each of Parent and Merger Sub acknowledges and agrees that this Agreement shall not be binding upon such Stockholder in the event that the Merger Agreement shall be amended by the parties thereto to lower or change the form of consideration payable set forth in the Offer, definition of Offer Price (iv) change as defined in the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”Merger Agreement). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees to validly tender or cause to be tendered to Purchaser Merger Sub pursuant to and in accordance with the terms of the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by him, her or it as set forth on the signature page Schedule I hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser Merger Sub purchasing all shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser Merger Sub pursuant to and in accordance with the Offer, not later than the fifth business day 5th Business Day after commencement of the Offer pursuant to Article Section 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day 5th Business Day after such acquisition, acquisition but in any event prior to the expiration date of the Offer, Expiration Date and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following the provisions termination or expiration of this Agreement). Stockholder shall not withdraw any Shares so the Offer without Merger Sub purchasing all shares of Common Stock tendered unless this Agreement is terminated or otherwise terminates pursuant to the Offer in accordance with its terms). Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Stockholder to exercise any option to purchase shares of Common Stock or to tender any securities not outstanding at the relevant time. Stockholder acknowledges that his, her or its obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Shares to Merger Sub contained herein require Stockholder to tender the Shares to Merger Sub in the event that Parent or Merger Sub adjust the terms and conditions of the Merger Agreement in response to a Superior Proposal pursuant to Parent’s and Merger Sub’s “match” rights under Section 7 hereof or 5.3(c) of the Merger Agreement; provided, that following any such adjustment to the Merger Agreement (1) the terms and conditions of the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly shall be no less favorable to Stockholder than as described in the Merger Agreement on the date hereof and (2) the consideration paid to the Stockholder for Shares tendered in the Offer and not withdrawn. Notwithstanding is the foregoing, a Stockholder may decline highest consideration paid to tender, or may withdraw, any and all other holder of Stockholder’s Shares if, without the consent Common Stock for shares of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares Common Stock tendered in the Offer; provided further, (ii) reduce that the number of shares of Company Common Stock subject Stockholder’s obligations to tender or cause to be tendered, and not to withdraw or cause to be withdrawn, the Offer, (iii) change Shares shall cease to be binding on the form of consideration payable Stockholder in the Offer, (iv) change event that Parent or Merger Sub adjusts the “Minimum Condition,” which requires the tender of 35% terms and conditions of the fully diluted shares of Company Common Stock, or (v) amend or modify Merger Agreement in any term or condition of the Offer in a manner adverse to Stockholder (way other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reducedas provided in items (1) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two and (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding foregoing proviso.

Tender of Shares. (a) Each Stockholder hereby agrees to validly tender or cause (and not to be tendered to Purchaser withdraw for as long as this Agreement remains in effect) pursuant to and in accordance with the terms of the Offer, (i) not later than the fifth business day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, all of the number of outstanding shares of Company Common Stock Beneficially Owned by him or it as set forth on the signature page hereto date hereof that are not subject to unexercised Options (as defined below) (the “"Existing Shares”"), and --------------- (ii) as soon as practicable but in no event later than the date on which the initial offering period (not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at including any time (except following the termination or expiration extensions thereof) of the Offer without Purchaser purchasing all is originally scheduled to expire, any additional shares of Company Common Stock tendered pursuant which by such Stockholder comes to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock Beneficially Own after the date hereof and prior to the earlier of the termination or expiration of this Agreementthe Offer (the "Additional Shares" and, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “"Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement"). Stockholder shall not withdraw any ----------------- ------ Schedule I hereto sets forth opposite such Stockholder's name the number of ---------- Existing Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the number of shares of Company Common Stock subject to options, warrants or other securities convertible into or exercisable for shares of Company Common Stock (the Offer, (iii"Options") change Beneficially Owned by him or it on the form of consideration payable ------- date hereof. Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation to accept for payment and pay for the Shares in the Offer, (iv) change including the “Minimum Condition,” which requires Shares Beneficially Owned by such Stockholder, is subject to the tender of 35% terms and conditions of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding provisoOffer.

Tender of Shares. (a) Stockholder Each Shareholder hereby agrees to (A) in the case of Ordinary Shares, tender validly tender (and not to withdraw unless instructed by Purchaser), or to cause to be tendered validly (and not withdrawn unless instructed by Purchaser), and (B) in the case of Preferred Shares, duly surrender for conversion, conditional upon the Offer not being terminated, not expiring and Sub accepting for payment Ordinary Shares in the Offer and with appropriate instructions (which instructions shall be revoked only upon the direction of Purchaser) that the Ordinary Shares issuable upon such conversion are to Purchaser be tendered pursuant to the Offer immediately prior to the expiration of the initial offering period of the Offer (including any extensions thereof), in each case pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number all of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing such Shareholder's Subject Shares, or cause in each case not later than (i) the Existing Shares to be withdrawn, from the Offer at any time third (except following the termination or expiration 3rd) Business Day after commencement of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to and (ii) in the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership case of any outstanding shares of Company Common Stock Subject Shares acquired after the date hereof and prior to the termination of this Agreementhereof, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means otherwise, the next succeeding Business Day after acquisition thereof, and will cause such Shareholder's Subject Shares to remain, in the case of purchase, dividend, distribution or otherwise (together with the Existing Ordinary Shares, validly tendered and not withdrawn and, in the “case of Preferred Shares”), Stockholder shall validly surrendered for conversion with appropriate tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with instructions until the Offer, not later than the fifth business day after commencement earlier of (x) the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is being terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing expiring and Sub not accepting for payment all shares of Company Common Stock Ordinary Shares validly tendered in the Offer and not withdrawn(y) Parent, in the case of Ordinary Shares, instructing such Shareholder to withdraw such Shareholder's Shares or, in the case of Preferred Shares, instructing such Shareholder to revoke such Shareholder's tender and conversion instructions, in which case such Shareholder shall immediately withdraw all Ordinary Shares and revoke tender and conversion instructions with respect to Preferred Shares. Notwithstanding the foregoingprovisions of the preceding sentence, a Stockholder may decline to tender, or may withdraw, in the event that any and all of Stockholder’s Ordinary Shares if, without the consent of Stockholder, Purchaser amends are for any reason withdrawn from the Offer or the tender and conversion instructions relating to (i) reduce Preferred Shares are revoked, in either case other than upon the Offer Price instruction of Purchaser, such Ordinary Shares and Preferred Shares shall remain subject to the terms of this Agreement so long as this Agreement remains effective. The parties hereby acknowledge and agree that the obligation of Sub to accept for payment and pay for the Ordinary Shares in the Offer, (ii) reduce including the number of shares of Company Common Stock Subject Shares, is subject to the Offerconditions set forth in Annex A to the Acquisition Agreement; provided, (iii) change that the form only conditions of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse Parent and Sub to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its purchase Subject Shares pursuant to Section 4.1 of this Agreement are set forth on Annex B hereto. The Company hereby acknowledges and agrees that the immediately preceding provisosurrender for conversion of Preferred Shares on a conditional basis shall not constitute a conversion until the conditions relating thereto are satisfied or waived and the Company hereby waives any and all notice or waiting period requirement with respect to a conversion of such Preferred Shares.

Tender of Shares. (a) Stockholder Each Shareholder hereby agrees to (A) in the case of Ordinary Shares, tender validly tender (and not to withdraw unless instructed by Purchaser), or to cause to be tendered validly (and not withdrawn unless instructed by Purchaser), and (B) in the case of Preferred Shares, duly surrender for conversion, conditional upon the Offer not being terminated, not expiring and Sub accepting for payment Ordinary Shares in the Offer and with appropriate instructions (which instructions shall be revoked only upon the direction of Purchaser) that the Ordinary Shares issuable upon such conversion are to Purchaser be tendered pursuant to the Offer immediately prior to the expiration of the initial offering period of the Offer (including any extensions thereof), in each case pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number all of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”), and not to withdraw the Existing such Shareholder's Subject Shares, or cause in each case not later than (i) the Existing Shares to be withdrawn, from the Offer at any time third (except following the termination or expiration 3rd) Business Day after commencement of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant to and (ii) in the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership case of any outstanding shares of Company Common Stock Subject Shares acquired after the date hereof and prior to the termination of this Agreementhereof, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means otherwise, the next succeeding Business Day after acquisition thereof, and will cause such Shareholder's Subject Shares to remain, in the case of purchase, dividend, distribution or otherwise (together with the Existing Ordinary Shares, validly tendered and not withdrawn and, in the “case of Preferred Shares”), Stockholder shall validly surrendered for conversion with appropriate tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with instructions until the Offer, not later than the fifth business day after commencement earlier of (x) the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is being terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing expiring and Sub not accepting for payment all shares of Company Common Stock Ordinary Shares validly tendered in the Offer and not withdrawn(y) Parent, in the case of Ordinary Shares, instructing such Shareholder to withdraw such Shareholder's Shares or, in the case of Preferred Shares, instructing such Shareholder to revoke such Shareholder's tender and conversion instructions, in which case such Shareholder shall immediately withdraw all Ordinary Shares and revoke tender and conversion instructions with respect to Preferred Shares. Notwithstanding the foregoingprovisions of the preceding sentence, a Stockholder may decline to tender, or may withdraw, in the event that any and all of Stockholder’s Ordinary Shares if, without the consent of Stockholder, Purchaser amends are for any reason withdrawn from the Offer or the tender and conversion instructions relating to (i) reduce Preferred Shares are revoked, in either case other than upon the Offer Price instruction of Purchaser, such Ordinary Shares and Preferred Shares shall remain subject to the terms of this Agreement so long as this Agreement remains effective. The parties hereby acknowledge and agree that the obligation of Sub to accept for payment and pay for the Ordinary Shares in the Offer, (ii) reduce including the number of shares of Company Common Stock Subject Shares, is subject to the Offerconditions set forth in Annex A to the Acquisition Agreement; provided, (iii) change that the form only conditions of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse Parent and Sub to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its purchase Subject Shares pursuant to Section 4.1 of this Agreement are set forth on Annex B hereto. The Company hereby acknowledges and agrees that the immediately preceding proviso.surrender for conversion of Preferred Shares on a conditional basis shall not constitute a conversion until the conditions relating thereto are satisfied or waived

Tender of Shares. (a) Each Stockholder hereby agrees (i) to convert (or cause the record owner of such shares to convert), not later than the second business day after commencement of the Offer pursuant to Section 1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number of shares of Series F Preferred Stock set forth opposite such Stockholder's name on Schedule I hereto (the "Preferred Stock"), into the number of shares of Common Stock into which such Series F Preferred Stock is then convertible pursuant to its terms set forth in the Company's Certificate of the Powers, Designations, Preferences and Rights of the Series F Senior Cumulative Redeemable Preferred Stock (the "Certificate of Designation"), which is attached hereto as Exhibit A, and (ii) to validly tender (or cause the record owner of such shares to be tendered validly tender), and not to Purchaser withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 Section 1.01 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding all shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”)such Stockholder, and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing including all shares of Company Common Stock tendered pursuant to acquired upon conversion of the Offer in accordance Preferred Stock as provided above (the "Existing Securities", and together with its terms). If Stockholder acquires Beneficial Ownership of any outstanding other shares of Company Common Stock acquired by such Stockholder in any capacity after the date hereof and prior to the termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or Agreement by means of purchase, dividend, distribution distribution, exercise of options, warrants or otherwise (together with the Existing Sharesother rights to acquire Common Stock or in any other way, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement"Securities"). Each Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or hereby acknowledges and agrees that Parent's and the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer Purchaser's obligation to accept for payment and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price pay for the Shares Securities in the Offer, (ii) reduce including the number of shares of Company Common Stock Securities Beneficially Owned by such Stockholder, is subject to the Offer, (iii) change the form terms and conditions of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Subject to Section 1.4 and Section 1.6 hereof, each Stockholder hereby agrees to validly that such Stockholder shall tender or cause to be tendered in the Tender Offer, prior to Purchaser pursuant the Outside Date, all of such Stockholder's Owned Shares as of the date hereof and any and all Shares such Stockholder may acquire prior to the expiration of the Tender Offer and that it shall not withdraw or cause to be withdrawn any such Shares so tendered. Each Stockholder hereby acknowledges and agrees that the obligation of Parent to commence the Tender Offer and accept for payment and pay for such Shares in accordance with the Tender Offer is subject to the terms of and conditions set forth in Annex A to the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Actsubject to applicable law. In addition, each Stockholder hereby severally and not jointly grants to each of Parent and Sub an irrevocable option (as to each Stockholder, the number "Option") to purchase any or all of outstanding shares of Company Common Stock Beneficially such Stockholder's Owned by it as set forth on Shares at a price per share equal to an amount not less than that which is offered in the signature page hereto (Tender Offer. Subject to Section 4.11 hereof, the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to Option may be withdrawn, from the Offer exercised at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock tendered pursuant and from time to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock time after the date hereof and prior to the later of the expiration (as such date could be extended pursuant to the Merger Agreement) or termination of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Merger Agreement and Rule 14d-2 of Tender Offer; provided, however, that the Exchange Act or, Option shall only be exercisable if acquired later than such time, on or before Parent reasonably determines in good faith that the fifth business day Minimum Condition would be met after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer giving effect to (i) reduce the Offer Price for the sale of all Shares properly tendered but not withdrawn in the Offer, Tender Offer and (ii) reduce all other exercises (if any) of the number of shares of Company Common Stock subject Option with respect to the Offer, (iii) change Shares for which the form of consideration Parent intends to exercise the Option. If Parent shall for any reason have increased the price per share payable in the Tender Offer over the original Offer Price (and Parent accepts Shares for payment pursuant to the Tender Offer), (iv) change then, immediately following payment by Parent for the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding provisoTender Offer, each Stockholder shall pay to such Parent on demand an amount in cash equal to the product of (i) the number of such Stockholder's Owned Shares purchased pursuant to the Tender Offer and (ii) the excess of (A) the per share cash consideration received by such Stockholder as a result of the Tender Offer, as amended, less (B) the original Offer Price.

Tender of Shares. (a) Each Stockholder hereby agrees that such Stockholder will validly tender (or cause the record owner of such shares to validly tender or cause to be tendered to Purchaser tender) and sell (and not withdraw) pursuant to and in accordance with the terms of the Offer, Offer not later than the fifth tenth business day after commencement of the Offer pursuant to Article 1 (or if the Stockholder acquires Shares after the date hereof, the earlier of the Purchase expiration date of the Offer and Sale Agreement and Rule 14d-2 under the Exchange Acttenth business day after such Shares are acquired by such Stockholder), or, if the number Stockholder has not received the Offer Documents by such time, within five business days following receipt of such documents, all of the then outstanding shares of Company Common Stock Beneficially Owned beneficially owned by it such Stockholder (including the shares of Common Stock outstanding as of the date hereof and shares issued upon exercise (if any) of the Options, in each case as set forth on Schedule A hereto opposite such Stockholder's name). Upon the signature page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration purchase by Parent of the Offer without Purchaser purchasing all of such then outstanding shares of Company Common Stock tendered beneficially owned by such Stockholder pursuant to the Offer in accordance with its terms)this Section 5, this Agreement will terminate as it relates to such Stockholder. If In the event, notwithstanding the provisions of the first sentence of this Section 5, any Shares beneficially owned by a Stockholder acquires Beneficial Ownership of are for any outstanding shares of Company Common Stock after reason withdrawn from the date hereof and prior Offer or are not purchased pursuant to the termination Offer, such Shares will remain subject to the terms of this Agreement, whether upon . Each Stockholder acknowledges that Parent's obligation to accept for payment and pay for the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer is subject to all the terms and not withdrawnconditions of the Offer. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any Parent and all of Stockholder’s Shares ifPurchaser hereby agree that, without the prior written consent of Stockholderthe Company, Purchaser amends the Offer to they shall not (i) reduce decrease the Offer Price for the Shares in the OfferTransaction Consideration, (ii) reduce decrease the number of shares of Company Common Stock subject Shares to be purchased in the Offer, (iii) change the form of consideration payable in the OfferOffer or the Merger, (iv) add to or change the “Minimum Condition,” which requires conditions to the tender of 35% of Offer set forth in Annex A to the fully diluted shares of Company Common StockMerger Agreement, or (v) amend waive the Minimum Condition or modify (vi) make any term other change in the terms or condition conditions of the Offer in a any manner materially adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding provisoStockholders.

Tender of Shares. (a) Each Stockholder hereby agrees agrees, severally but not jointly, to validly tender or cause (and not to be tendered to Purchaser withdraw) pursuant to and in accordance with the terms of the Offer, not later than the fifth (5/th/) business day after commencement of the Offer pursuant to Article 1 Section 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, (i) all of the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth such Stockholder on the signature page hereto date hereof (the “"Existing -------- Shares”"), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at (ii) any time (except following the termination or expiration of the Offer without Purchaser purchasing all additional shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms). If acquired by ------ such Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock after the date hereof and prior to the termination of this Agreementthe Offer, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise Beneficially Owned by such Stockholder (the "Additional Shares" and, together with the Existing Shares, the “"Shares”), Stockholder shall validly tender such Shares or cause such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement"). Stockholder shall not withdraw any ----------------- ------ Schedule I hereto sets forth opposite such Stockholder's name the aggregate number of Existing Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or and the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce the aggregate number of shares of Company Common Stock subject to options, warrants or other securities convertible into or exercisable for shares of Company Common Stock (the "Options") Beneficially ------- Owned by such Stockholder on the date hereof. Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation to accept for payment and pay for Shares in the Offer, (iii) including the Shares Beneficially Owned by such Stockholder, is subject to the terms and conditions of the Offer. Each of Parent and Merger Sub acknowledges and agrees that this Agreement shall not be binding upon such Stockholder in the event that the Merger Agreement shall be amended by the parties thereto to lower or change the form of consideration payable set forth in the Offer, definition of Offer Price (iv) change as defined in the “Minimum Condition,” which requires the tender of 35% of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”Merger Agreement). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso.

Tender of Shares. (a) Stockholder hereby agrees a. Acquiror and Merger Sub jointly and severally agree: i. subject to validly tender or cause the conditions of the Offer set forth in Annex A to be the Merger Agreement and the other terms and conditions of the Merger Agreement, that Merger Sub will purchase all shares of Common Stock tendered to Purchaser pursuant to the Offer as promptly as practicable following commencement of the Offer and that Merger Sub will consummate the Merger in accordance with the terms of the OfferMerger Agreement; ii. not to decrease the price per share to be paid to the Company's shareholders in the Offer below $9.625 per share (the "Tender Offer Price"); and iii. to deliver, not or to cause to be delivered, the Offer Documents to the Shareholder. The provisions of Sections 3(a)(i) and 3(a)(ii) shall survive the termination of this Agreement. b. The Shareholder will (i) tender the Shares into the Offer promptly, and in any event no later than the fifth business day after following the commencement of the Offer, or, if the Shareholder has not received the Offer pursuant to Article 1 Documents by such time, within two business days following receipt of the Purchase and Sale Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth on the signature page hereto (the “Existing Shares”)such documents, and 2 3 (ii) not to withdraw the Existing Shares, or cause the Existing any Shares to be withdrawn, from the Offer at any time so tendered (except following in the termination or expiration event the Stock Option is exercised). Upon the purchase of all the Offer without Purchaser purchasing all shares of Company Common Stock tendered Shares pursuant to the Offer in accordance with its termsthis Section 3, this Agreement will terminate. The Shareholder will receive the same price per Share received by other shareholders of the Company in the Offer with respect to Shares tendered by it in the Offer. In the event that, notwithstanding the provisions of the first sentence of this Section 3(b). If Stockholder acquires Beneficial Ownership of , any outstanding shares of Company Common Stock after Shares are for any reason withdrawn from the date hereof and prior Offer or are not purchased pursuant to the termination Offer, such Shares will remain subject to the terms of this Agreement, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise (together with the Existing Shares, the “Shares”), Stockholder shall validly tender such Shares or cause such Shares . The Shareholder acknowledges that Merger Sub's obligation to be tendered to Purchaser pursuant to accept for payment and in accordance with the Offer, not later than the fifth business day after commencement of the Offer pursuant to Article 1 of the Purchase and Sale Agreement and Rule 14d-2 of the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement). Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or the Offer is terminated or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding the foregoing, a Stockholder may decline to tender, or may withdraw, any and all of Stockholder’s Shares if, without the consent of Stockholder, Purchaser amends the Offer to (i) reduce the Offer Price pay for the Shares in the Offer is subject to all the terms and conditions of the Offer, (ii) reduce . On the number of shares of Company Common Stock subject date the Shares are accepted for payment and purchased by Merger Sub pursuant to the Offer, Merger Sub or Acquiror, as the case may be, shall make payment by wire transfer or other method (iiias agreed by Merger Sub and the Shareholder) change to the form Shareholder of consideration payable the purchase price for such Shares to an account designated by the Shareholder. c. The Shareholder hereby agrees to permit Acquiror to publish and disclose in the OfferOffer Documents and, (iv) change the “Minimum Condition,” which requires the tender of 35% if approval of the fully diluted shares of Company Common Stock, or (v) amend or modify any term or condition shareholders of the Offer in a manner adverse to Stockholder (other than insignificant changes or amendments or other than to waive any condition other than Company is required under applicable law, the Minimum Condition which Proxy Statement, its identity and ownership of Common Stock and the parties agree cannot be waived or reduced) (clauses (i) through (v) collectively are hereinafter referred to as a “Material Amendment”). A Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal nature of its Shares pursuant to the immediately preceding provisocommitments, arrangements and understandings under this Agreement. 4.