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page hereto (the “Existing Shares”), and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at any time (except following the termination or expiration of the Offer without Purchaser purchasing all shares of Company Common Stock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but in any event prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with the provisions of this Agreement).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or has expired without Purchaser purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn.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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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 all shares of Company Common Stock validly tendered in Buyer having accepted the Offer and not withdrawnTendered Shares for payment. 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. (b) Stockholder hereby Shareholder acknowledges and agrees that the Buyer's obligation of Purchaser to accept for payment and pay for any the Tendered Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be is subject to all the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder . Shareholder hereby agrees to permit Purchaser permits Parent and Buyer to publish and disclose in the Offer documents Documents and, if approval of the Company Shareholders is required under applicable Law, any Company Proxy Statement (including all related documents and schedules filed with the SEC), if any, its identity and ownership of Company Common Stock the Shares and the nature of its obligations, commitments, arrangements and understandings under this Agreement. (b) Shareholder will receive the same Offer Price received by the Company Shareholders in the Offer with respect to the Tendered Shares.

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 15th 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 it Stockholder 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 following such tender (except following (i) 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, (ii) termination of the Merger Agreement in accordance with its terms, or (iii) an Adverse Amendment, as defined herein). . (b) 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 15th 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 after such acquisition, but in any event prior to the expiration date of the OfferExpiration Date, and not withdraw such Shares, or cause such Shares to be withdrawn, from the Offer at any time (except in accordance with following (i) 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, (ii) termination of the Merger Agreement in accordance with its terms, or (iii) an Adverse Amendment, as defined herein). 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 or vote either (A) any securities not outstanding at the relevant time or (B) any Company Restricted Stock Unit that is not vested prior to the Acceptance Date. (c) 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 as provided 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 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 Merger Agreement in any way other than as provided in items (v1) amend or modify any term or condition and (2) of the Offer in a manner adverse to Stockholder foregoing proviso (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 such adjustment, an “Material Adverse 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. (bd) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (ce) Purchaser Parent and Merger Sub shall return to Stockholder all materials tendered by Stockholder to Purchaser Merger Sub, promptly after (i) the termination or expiration of the Offer without Purchaser Merger Sub purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms, (ii) termination of the Merger Agreement in accordance with its terms, or (iii) an Adverse Amendment. (df) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents, and, if Company Stockholder Approval is required under applicable Law, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement, in each case subject to Stockholder’s prior approval (not to be unreasonably withheld).

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). (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Merger Agreement and the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer Documents, in any Statement on Schedule 13D or 13G, in any other documents filed with the SEC or any other Governmental Entity, to the extent that Parent reasonably determines such document is required to be disclosed by applicable Laws, and, if the approval of the Company’s stockholders is required under applicable Laws, in the Company Proxy Statement (including all related documents and schedules filed with the SEC)) and, in each case, in any amendments thereto, its identity and ownership of Company Common Stock and Company Preferred Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement, the Subsidiary Transfer Agreement and the other agreements and instruments contemplated thereby. Parent, Merger Sub and the Company each hereby agrees to permit Stockholder to publish and disclose its identity, the nature of its obligations, commitments, arrangements and understandings under this Agreement and any other information, in each case that Stockholder reasonably determines is required to be disclosed by applicable Laws (including in any Statement on Schedule 13D or 13G or amendments thereto). Stockholder shall not issue any press release or make any other public statement with respect to Parent, Merger Sub, the Company or this Agreement, the Merger Agreement or the Subsidiary Transfer Agreement, or the transactions contemplated hereby or thereby, except (i) as expressly permitted under the Subsidiary Transfer Agreement or (ii) as may otherwise be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity.

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 Stockholder acquires Beneficial Ownership In the event, notwithstanding the provisions of any outstanding shares of Company Common Stock after the date hereof and prior to the termination first sentence of this AgreementSection 7, whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, or any Shares 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. (b) terms of this Agreement. Each Stockholder hereby acknowledges and agrees that the Purchaser's obligation of Purchaser to accept for payment and pay for any Shares the shares of Company Common Stock tendered in the Offer, including the Shares Beneficially Owned by Stockholder, shall be Offer is subject to all the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Parent and Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer documents Documents, and, if the approval of the Company’s stockholders is required under applicable Legal Requirements, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Stockholder hereby agrees a. Parent and Acquisition 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 Acquisition 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 Acquisition 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 $15.50 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 (other than the Pledged Shares which will be tendered as soon as practicable) into the Offer promptly, and in any event no later than the fifth business day after commencement following the com mencement 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 terms)this Section 3, this Agreement will terminate. If Stockholder acquires Beneficial Ownership The Shareholder will receive the same price per Share received by other shareholders of any outstanding shares the Company in the Offer with respect to Shares tendered by it in the Offer. In the event that, notwithstanding the provisions of Company Common Stock after the date hereof and prior to the termination first sentence 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”Section 3(b), Stockholder shall validly tender such any 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. (b) Stockholder hereby terms of this Agreement. The Shareholder acknowledges and agrees that the Acquisition's obligation of Purchaser to accept for payment and pay for any the Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be Offer is subject to all the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered . On the date the Shares are accepted for payment and purchased by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered Acquisition pursuant to the Offer in accordance with its termsOffer, Acquisition or Parent, as the case may be, shall make payment by wire transfer to the Shareholder of the purchase price for such Shares to an account designated by the Shareholder. (d) Stockholder c. The Shareholder hereby agrees to permit Purchaser Parent to publish and disclose in the Offer documents (including all related documents and schedules filed with Documents and, if approval of the SEC)shareholders of the Company is required under applicable law, the Proxy Statement, its identity and 4 5 ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Stockholder hereby agrees with MCI that Stockholder will, promptly after the amendment of the Offer (but in all events not later than two (2) Business Day thereafter and in any event prior to validly tender or the Expiration Date), cause to be tendered to Purchaser pursuant to and in accordance with the terms of the OfferMCI or its agent, 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, all Shares Beneficially Owned by Stockholder on such date (the “Tendered Shares”) by instructing all the custodial agents for it and its advisory clients to promptly comply with the terms of this Agreement by tendering such shares in the Offer. Stockholder agrees not later than the fifth business day after commencement to withdraw any of the Offer pursuant to Article 1 of the Purchase Tendered Shares unless 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 until (i) the Offer at any time terminates or expires without MCI accepting the Tendered Shares for payment or (except in accordance with ii) MCI reduces the provisions purchase price per share 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 Class A 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 below 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 Price. 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. (b) Stockholder hereby acknowledges and agrees that the MCI’s obligation of Purchaser to accept for payment and pay for any the Tendered Shares is subject, in the Offerall other respects, including the Shares Beneficially Owned by Stockholder, shall be subject to all the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) . Stockholder hereby agrees to permit Purchaser permits MCI to publish and disclose in public communications and the Offer documents (including all related documents and schedules filed with the SEC), if any, its identity and ownership of Company Common Stock the Shares and the nature of its obligations, commitments, arrangements and understandings under this Agreement. (b) MCI will promptly undertake, in accordance with applicable law, to amend the Offer to provide that it will pay $1.00 per tendered share of Class A Common Stock, net to the seller, in cash as the purchase price in the Offer. MCI shall file a motion with the Bankruptcy Court seeking the approval for the payment of the Offer Price, as described in this Section 1(b) (the “Bankruptcy Court Approval”), as promptly as practicable after this Agreement is fully executed and delivered. (c) For purposes of this Agreement, “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean Stockholder’s having such ownership, control or power to direct the voting with respect to, or otherwise enables Stockholder to legally act with respect to such securities as contemplated hereby pursuant to limited trading authorizations granted it by its investment advisory clients. Securities Beneficially Owned by Stockholder shall (i) include securities Beneficially Owned by all other Persons with whom Stockholder would constitute a “group” as within the meaning of Section 13(d)(3) of the Exchange Act, and (ii) include, until their issuance, any Shares issuable upon exercise of options held by Stockholder. (d) MCI acknowledges and agrees that Stockholder executes and delivers this Agreement solely in its capacity as the beneficial owner of the Shares within the definition above.

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). (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Merger Agreement and the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer Documents, in any Statement on Schedule 13D or 13G, in any other documents filed with the SEC or any other Governmental Entity, to the extent that Parent reasonably determines such document is required to be disclosed by applicable Laws, and, if the approval of the Company’s stockholders is required under applicable Laws, in the Company Proxy Statement (including all related documents and schedules filed with the SEC)) and, in each case, in any amendments thereto, its identity and ownership of Company Common Stock and Company Preferred Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement, the Subsidiary Transfer Agreement and the other agreements and instruments contemplated thereby. Parent, Merger Sub and the Company each hereby agrees to permit Stockholder to publish and disclose its identity, the nature of its obligations, commitments, arrangements and understandings under this Agreement and any other information, in each case that Stockholder reasonably determines is required to be disclosed by applicable Laws (including in any Statement on Schedule 13D or 13G or amendments thereto). Stockholder shall not issue any press release or make any other public statement with respect to Parent, Merger Sub, the Company or this Agreement, the Merger Agreement or the Subsidiary Transfer Agreement, or the transactions contemplated hereby or thereby, except (i) as expressly permitted under the Subsidiary Transfer Agreement or (ii) as may otherwise be required by Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or by the request of any Governmental Entity.

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). (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Parent and Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer documents Documents, and, if the approval of the Company’s stockholders is required under applicable Legal Requirements, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement. Parent, Purchaser and the Company each hereby agrees to permit Stockholder to publish and disclose its identity, the nature of its obligations, commitments, arrangements and understandings under this AgreementAgreement and any other information, in each case that Stockholder reasonably determines is required to be disclosed by applicable Legal Requirements (including in any Statement on Schedule 13D or 13G or amendments thereto).

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents documents, and, if the approval of the Company’s stockholders is required under applicable law, the proxy statement seeking such stockholder approval (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Stockholder In order to induce Parent and the Purchaser to enter into the Merger Agreement, each of the Stockholders hereby agrees 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 1.1 of the Purchase and Sale Merger Agreement and Rule 14d-2 under the Exchange Act, the number of outstanding shares of Company Common Stock set forth opposite such Stockholder's name under the caption ''Tender Shares'' on Schedule I hereto, all of which are Beneficially Owned by it as set forth on such Stockholder. Each Stockholder hereby acknowledges and agrees that Parent's and the signature page hereto (Purchaser's obligation to accept for payment and pay for the “Existing Shares”)Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, is subject to the terms 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 conditions of the Offer without Purchaser purchasing all Offer. The total number of shares of Company Common Stock tendered pursuant to set forth opposite such Stockholder's name on Schedule I under the Offer caption ''Total Shares", and together with any shares acquired by such Stockholder in accordance with its terms). If Stockholder acquires Beneficial Ownership of any outstanding shares of Company Common Stock capacity after the date hereof and prior to the termination of this Agreement, Agreement whether upon the exercise of options, warrants or rights, the conversion or exchange of convertible or exchangeable securities, options or by means of purchase, dividend, distribution distribution, gift or otherwise (together with the Existing Sharesotherwise, 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 herein 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"Shares". (b) Stockholder hereby acknowledges The transfer by the Stockholders of the Shares to Purchaser in the Offer shall pass to and agrees that unconditionally vest in the obligation Purchaser good and valid title to the Tender Shares, free and clear of Purchaser to accept for payment all Encumbrances and pay all preemptive or other rights whatsoever, except for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the OfferEncumbrances or rights arising hereunder. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after The Stockholders hereby permit Parent and the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents Documents and, if approval of the Company's Stockholders is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), its ) their identity and ownership of the Company Common Stock and the nature of its obligations, their commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and Acquisition agrees that (i) no shares of Convertible Preferred Stock may be converted by Acquisition prior to the obligation of Purchaser to accept for payment and pay for any Shares Tender Offer Purchase Time (as defined in the OfferMerger Agreement) without the prior written direction of the Stockholder owning such shares, including the Shares Beneficially Owned by Stockholder, and (ii) no Warrants shall be subject to the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered exercised by Stockholder to Purchaser promptly Acquisition until after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered they have been purchased by Acquisition pursuant to the Offer in accordance with its termswithout the prior written direction of the Stockholder owning such Warrants. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Parent and Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Parent and Purchaser to publish and disclose in the Offer documents Documents, and, if the approval of the Company’s stockholders is required under applicable Legal Requirements, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Stockholder In order to induce Parent and Acquisition Co. to enter into the Merger Agreement, each Shareholder hereby agrees to validly tender (or cause the record owner of such shares to be tendered to Purchaser validly tender), pursuant to and in accordance with the terms of the Offer, not later than the fifth 20th business day after commencement of the Offer pursuant to Article 1 Offer, such Shareholder’s Owned Shares. Any tender of shares under this Agreement shall not be completed by guaranteed delivery where actual delivery 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 has 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)occurred. If Stockholder a Shareholder acquires Beneficial Ownership of any outstanding additional 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 such Shareholder shall validly tender such Shares or cause additional shares of Company Common Stock on such Shares to be tendered to Purchaser pursuant to and in accordance with the Offer, not later than the fifth 20th 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 timelater, on or before the fifth second 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 A Shareholder shall not withdraw any Shares so shares tendered pursuant to this Section 2(a) 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 Acquisition Co. purchasing all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Notwithstanding withdrawn or Acquisition Co. reduces 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 provisoPer-Share Amount below $5.60. (b) Stockholder hereby acknowledges Notwithstanding the foregoing, at no time and agrees in no event shall the total number of shares of the Company’s capital stock restricted pursuant to this Section 2 exceed nineteen and nine-tenths percent (19.9%) of the outstanding capital stock of the Company (the “Maximum Restricted Amount”). In the event that the obligation total number of Purchaser to accept for payment Owned Shares exceeds the Maximum Restricted Amount, then Acquisition Co., in its sole and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholderabsolute discretion, shall determine which Owned Shares shall be subject restricted pursuant to this Section 2. Prior to any proposed transfer restricted by Section 3 hereof, each Shareholder shall provide written notice to Acquisition Co. at least forty-eight (48) hours prior to the terms proposed transfer. Such notice shall include the number and conditions class of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Owned Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents options and schedules filed with warrants) to be transferred, the SEC)price per share, its identity and ownership of Company Common Stock and the nature of its obligationsproposed transferee. If the Owned Shares so restricted have not yet exceeded the Maximum Restricted Amount, commitmentsthen Acquisition Co. may restrict such proposed transfer as provided herein. If Owned Shares upon which such restrictions have already been imposed equal or exceed the Maximum Restricted Amount, arrangements and understandings then Acquisition Co. may not enforce the restrictions on transfer under this Agreement. Acquisition Co., in its sole and absolute discretion, shall make the determination of whether Owned Shares subject to restriction pursuant to Section 3 hereof have equaled or exceeded the Maximum Restricted Amount. Regardless of whether the Maximum Restricted Amount has been reached, the notice provision of this Section 2(b) shall apply until termination of this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser Parent and Merger Sub shall return to Stockholder all materials tendered by Stockholder to Purchaser Merger Sub, promptly after the termination or expiration of the Offer without Purchaser Merger Sub purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents, and, if Company Stockholder Approval is required under applicable Law, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by StockholderStockholder to the extent tendered pursuant to this Agreement, shall be subject to the terms and conditions of the Offer. (c) Purchaser Parent and Merger Sub shall return to Stockholder all materials tendered by Stockholder to Purchaser Merger Sub, promptly after the termination or expiration of the Offer without Purchaser Merger Sub purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents, and, if Company Stockholder Approval is required under applicable Law, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement.

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 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 such Subject Shares shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant remain subject to the immediately preceding proviso. (b) Stockholder terms of this Agreement until the termination hereof. The parties hereby acknowledges acknowledge and agrees agree that the obligation of Purchaser Sub to accept for payment and pay for any Shares in tendered into the Offer, including the Shares Beneficially Owned by StockholderSubject Shares, shall be is subject to the terms and conditions set forth in Annex A to the Merger Agreement. The obligations of the Offer. (c) Purchaser shall return Stockholder hereunder are conditioned on the Merger Agreement not being amended to Stockholder all materials tendered by Stockholder to Purchaser promptly after decrease the termination Offer Price or expiration in any manner that materially delays or adversely affects the ability of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant Company, Parent or Sub to consummate the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in Offer, the Offer documents (including all related documents and schedules filed with Merger or the SEC), its identity and ownership of Company Common Stock and other transactions contemplated by the nature of its obligations, commitments, arrangements and understandings under this Merger Agreement.

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 the Offeroptions, (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 warrants or other securities convertible into or exercisable for shares of Company Common Stock, or Stock (vthe "Options") amend or modify any term or condition of Beneficially Owned by such Stockholder on 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”)date hereof. 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. (b) Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, shall be 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 set forth in the definition of Offer Price (as defined in the Merger Agreement). (b) Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by each Stockholder of such Stockholder's Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the number of Existing Shares set forth opposite such Stockholder's name on Schedule I hereto and to any Additional Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Each Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), its ) such Stockholder's identity and ownership of Company Common Stock and the nature of its obligations, such Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Each Stockholder hereby agrees to to, as promptly as practicable (and in no event later than the tenth day (or if such day is not a business day, the next succeeding business day immediately thereafter) after commencement of the Offer), 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 business day after commencement of Offer (provided that the Offer pursuant to Article 1 of is not amended in a manner prohibited by the Purchase and Sale Agreement and Rule 14d-2 under Merger Agreement), in a timely manner for acceptance by Sub in the Exchange ActOffer, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth opposite such Stockholder's name on the signature page Schedule I hereto (the “"Existing Shares”)" and, and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at together with 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 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 Agreement, 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 Sharesand acquired by such Stockholder solely in its capacity as a stockholder, the “"Shares”"), Stockholder shall validly tender owned by 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. 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. (b) Each Stockholder hereby acknowledges and agrees that the Sub's obligation of Purchaser to accept for payment and pay for any Shares Company Common Stock in the Offer, including the Shares Beneficially Owned by StockholderShares, shall be is subject to the terms and conditions of the Offer. (cb) Purchaser Each Stockholder agrees that if (i) at any time prior to the expiration or termination of the Offer, (A) any Person shall return have become the beneficial owner of 50% or more of the outstanding shares of Common Stock or (B) any Person makes or publicly announces an intention to Stockholder all materials tendered by Stockholder make an Acquisition Proposal or (C) the Company enters into an agreement with any Person with respect to Purchaser promptly an Acquisition Proposal and (ii) at any time (x) in the case of (A) within one year thereafter, (y) in the case of (B), within the period ending on the thirtieth day after the withdrawal of such Acquisition Proposal, unless such Person or any of its affiliates shall have entered into an Agreement with the Company or any one or more Stockholders or their respective affiliates regarding an Acquisition Proposal or have publicly announced a new or amended Acquisition Proposal (in which event the termination of such period shall be tolled) and (z) in the case of (C), within the period ending on the thirtieth day after the termination of such agreement, unless such Person or expiration any of its affiliates shall have entered into a new or amended agreement with the Company or any one or more Stockholders or their respective affiliates regarding an Acquisition Proposal or have made or publicly announce an intention to make an Acquisition Proposal (in which event the termination of such period shall be tolled), such Stockholder sells or otherwise transfers or disposes of any of such Stockholder's Existing Shares or any other shares of Common Stock of which such Stockholder becomes the owner prior to the date of such sale or other transfer or disposition or any shares of Common Stock that such Stockholder currently has the right to acquire then, such Stockholder shall, as promptly as practicable (but in any event within two business days after the later of the Offer without Purchaser purchasing date of such Shares sale or other transfer or disposition, provided, that, if the fair market value of Company any portion of the consideration is subject to the process for determination of its fair market value set forth below, the payment relating to such portion of the consideration shall be made no later than two business days after the date of agreement or such determination) pay to Sub (or its designee) by wire transfer of immediately available funds an amount in cash equal to the product of (i) the number of such shares of Common Stock tendered so sold or otherwise transferred and (ii) the positive difference between value of the consideration per share of Common Stock paid pursuant to such sale or other transfer or disposition and $11.50. For purposes of the foregoing, the parties agree that the value of the consideration per share of Common Stock paid pursuant to such sale or other transfer or disposition shall be deemed to include the value of any dividends or other distributions of any kind whatsoever (including, by means of stock dividend, cash dividend, stock split, recapitalization, combination, reorganization, exchange of shares of Common Stock or otherwise) received or distributable in respect of such shares of Common Stock held on or prior to the date of such sale or other transfer or disposition and that no Stockholder shall sell, distribute or otherwise transfer (including by means of liquidation) such shares of Common Stock to any of its limited partners, general partners, family members or other affiliates unless such transferee first agrees in writing for the benefit of Sub and Parent (in form reasonably satisfactory to Sub and Parent) that such transferee agrees to be bound by the provisions of this Agreement. For purposes of determining the value of the consideration paid per share of Common Stock and the value of any distributions with respect to shares of Common Stock, the parties agree that (i) the value of any part of such consideration or distribution paid in cash shall be such cash value and (ii) any part of such consideration or distribution paid in securities or other property shall be valued at the fair market value of such securities or other property as of the date of such sale or other transfer or disposition. For purposes of the preceding clause (ii), the parties agree that the fair market value of securities or other property shall be determined as follows: (A) if such securities or other property are publicly traded, the fair market value of such securities or other property shall be the average of the high and low sales prices of such securities or other property as publicly reported by or for the principal exchange or other market on which such securities or other property are traded on the date of such sale or other transfer or disposition and (B) if such securities or other property are not publicly traded and the parties cannot otherwise agree on their fair market value within two business days after the sale or other transfer or disposition, by averaging the fair market values of such securities or other property as determined within five business days after such sale or other transfer or disposition by two internationally recognized investment banking firms, one chosen by Sub and one chosen by the Stockholders (acting together); provided, however, that if such investment banking firms shall fail to make such determinations within such time period or the fair market values of such securities or other property as of the date of such sale or other transfer or disposition as determined by such investment banking firms differ by more than 10% of the lower of the two values, such determination (which shall be final and binding on all parties hereto) shall be made within 10 business days after the sale or other transfer or disposition by a third internationally recognized investment banking firm chosen by the other two investment banking firms. The parties agree to use reasonable best efforts to ensure the prompt payment, and if necessary, the prompt determination of the fair market value of any securities or other property pursuant to this paragraph, it being understood and agreed that, without limiting the generality of the foregoing, it is the intent of the parties that Sub, and not the Stockholders, should receive the value of the consideration in excess of $11.50 from any sale or other transfer or disposition of the shares of Common Stock subject to this Agreement as a result of any change in control or agreement relating to or public announcement of the making of or an intention to make an Acquisition Proposal prior to the date the Offer is terminated or otherwise expires. For purposes of this Agreement, an Acquisition Proposal shall be deemed to include an acquisition (or series of acquisitions) by the Company pursuant to which the Company issues shares of Common Stock constituting, in accordance with its termsthe aggregate, more than the number of issued and outstanding shares of Common Stock as of the date of this Agreement and, in such circumstances, the value of the consideration received for the shares of Common Stock subject to this paragraph shall be the fair market value of such shares of Common Stock as of the date of any such acquisitions by the Company. (dc) Each Stockholder hereby agrees to permit Purchaser Parent and Sub to publish and disclose in the Offer documents Documents and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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 for the instruction of Purchaser, such Ordinary Shares in the Offer, (ii) reduce the number of shares of Company Common Stock and Preferred Shares shall remain subject to the Offer, (iii) change the form terms 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 this Agreement so long as this Agreement remains effective. The parties hereby acknowledge and 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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Sub to accept for payment and pay for any the Ordinary Shares in the Offer, including the Shares Beneficially Owned by StockholderSubject Shares, shall be is subject to the terms and conditions set forth in Annex A to the Acquisition Agreement; provided, that the only conditions of the Offer. (c) Purchaser shall return Parent and Sub to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such purchase Subject Shares of Company Common Stock tendered pursuant to Section 4.1 of this Agreement are set forth on Annex B hereto. The Company hereby acknowledges and agrees that the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in surrender for conversion of Preferred Shares on a conditional basis shall not constitute a conversion until the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.conditions relating thereto are satisfied or waived

Tender of Shares. (a) Stockholder In order to induce Purchaser to enter into the Merger Agreement, the Consultant hereby agrees to validly tender (or cause the record owner of such Shares to be tendered validly tender) (and hereby authorizes the Company to Purchaser act on his behalf with respect to the Shares which are subject to Section 1.7 hereof) not later than the fifteenth business day after commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and Rule 14d-2 under the Exchange Act, and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifth business day after commencement all 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 Shares which are Beneficially Owned by it the Consultant as set forth on of the signature page hereto (the “Existing Shares”)date hereof, and not to withdraw any Shares acquired by the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at Consultant in 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 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 or otherwise (together with in any other way; provided, however, that, in the Existing Shares, event that immediately preceding -------- ------- 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 expiration of the Offer pursuant to Article 1 more than 51% of the Purchase then outstanding Shares have been validly tendered (and Sale Agreement not withdrawn) into the Offer and Rule 14d-2 Consultant has complied with this Section 1.6(a), then Consultant may withdraw a number of his Shares from the Exchange Act or, if acquired later than such time, on or before the fifth business day after such acquisition, but in any event Offer immediately prior to the expiration date of the Offer, and not withdraw such Shares, or cause such Offer as is equal to the excess (if any) of the actual number of 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 which have been 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 ) into the Offer to (i) reduce the Offer Price for the Shares in the Offer, (ii) reduce over the number of shares of Company Common Stock subject Shares which are equal to the Offer, (iii) change the form of consideration payable in the Offer, (iv) change the “Minimum Condition,” which requires the tender of 3551% 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”)then outstanding Shares. 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. (b) Stockholder The Consultant hereby acknowledges and agrees that the Purchaser's obligation of Purchaser to accept for payment and pay for any the Shares in the Offer, including the Shares Beneficially Owned by Stockholderthe Consultant, shall be is subject to the terms and conditions of the Offer. (cb) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after The Consultant hereby permits the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents and, if approval of the Company's shareholders is required under applicable law, any proxy statement (including all related documents and schedules filed with the SEC), its his identity and ownership of Company Common Stock the Shares and the nature of its obligations, his commitments, arrangements and understandings under this Agreement. (c) For purposes of this Agreement, the term "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a person shall include securities Beneficially Owned by all other persons with whom such person would constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange Act.

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 the Offeroptions, (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 warrants or other securities convertible into or exercisable for shares of Company Common Stock, Stock (the "Options") Beneficially Owned by him or (v) amend or modify any term or condition of it on 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”)date hereof. 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. (b) Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any the Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, shall be is subject to the terms and conditions of the Offer. (cb) Purchaser shall return Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by each Stockholder of his or its Shares to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of Merger Sub in the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant shall pass to and unconditionally vest in Merger Sub good and valid title to the Offer in accordance with its termsnumber of Existing Shares set forth opposite such Stockholder's name on Schedule I hereto and to any Additional Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (dc) Each Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) his or its identity and ownership of Company Common Stock and the nature terms and conditions of its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) Each Stockholder hereby agrees 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 him or it as set forth 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 (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 the Offeroptions, (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 warrants or other securities convertible into or exercisable for shares of Company Common Stock, Stock (the "Options") Beneficially Owned by him or (v) amend or modify any term or condition of it on 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”)date hereof. 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. (b) Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, shall be is subject to the terms and conditions of the Offer. Parent 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 set forth in the definition of Offer Consideration (as defined in the Merger Agreement). (b) Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by each Stockholder of his or its Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the number of Shares set forth opposite such Stockholder's name on Schedule I hereto and to any Additional Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Each Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) his or its identity and ownership of Company Common Stock and the nature of his or its obligations, commitments, arrangements and understandings under this Agreement.

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 the Offeroptions, (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 warrants or other securities convertible into or exercisable for shares of Company Common Stock, or Stock (vthe "Options") amend or modify any term or condition of Beneficially ------- Owned by such Stockholder on 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”)date hereof. 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. (b) Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, shall be 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 set forth in the definition of Offer Price (as defined in the Merger Agreement). (b) Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by each Stockholder of such Stockholder's Shares to Merger Sub in the Offer shall pass to and unconditionally vest in Merger Sub good and valid title to the number of Existing Shares set forth opposite such Stockholder's name on Schedule I hereto and to any Additional Shares, free and clear of all claims, liens, restrictions, security interests, pledges, limitations and encumbrances whatsoever. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Each Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), its ) such Stockholder's identity and ownership of Company Common Stock and the nature of its obligations, such Stockholder's commitments, arrangements and understandings under this Agreement.

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 for the instruction of Purchaser, such Ordinary Shares in the Offer, (ii) reduce the number of shares of Company Common Stock and Preferred Shares shall remain subject to the Offer, (iii) change the form terms 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 this Agreement so long as this Agreement remains effective. The parties hereby acknowledge and 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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Sub to accept for payment and pay for any the Ordinary Shares in the Offer, including the Shares Beneficially Owned by StockholderSubject Shares, shall be is subject to the terms and conditions set forth in Annex A to the Acquisition Agreement; provided, that the only conditions of the Offer. (c) Purchaser shall return Parent and Sub to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such purchase Subject Shares of Company Common Stock tendered pursuant to Section 4.1 of this Agreement are set forth on Annex B hereto. The Company hereby acknowledges and agrees that the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in surrender for conversion of Preferred Shares on a conditional basis shall not constitute a conversion until the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock conditions relating thereto are satisfied or waived and the nature Company hereby waives any and all notice or waiting period requirement with respect to a conversion of its obligations, commitments, arrangements and understandings under this Agreementsuch Preferred Shares.

Tender of Shares. (a) Each Stockholder hereby agrees to to, as promptly as practicable (and in no event later than the tenth day (or if such day is not a business day, the next succeeding business day immediately thereafter) after commencement of the Offer), 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 business day after commencement of Offer (provided that the Offer pursuant to Article 1 of is not amended in a manner prohibited by the Purchase and Sale Agreement and Rule 14d-2 under Merger Agreement), in a timely manner for acceptance by Sub in the Exchange ActOffer, the number of outstanding shares of Company Common Stock Beneficially Owned by it as set forth opposite such Stockholder's name on the signature page Schedule I hereto (the “"Existing Shares”)" and, and not to withdraw the Existing Shares, or cause the Existing Shares to be withdrawn, from the Offer at together with 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 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 Agreement, 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 Sharesand acquired by such Stockholder solely in its capacity as a stockholder, the “"Shares”"), Stockholder shall validly tender owned by 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. 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. (b) Each Stockholder hereby acknowledges and agrees that the Sub's obligation of Purchaser to accept for payment and pay for any Shares Company Common Stock in the Offer, including the Shares Beneficially Owned by StockholderShares, shall be is subject to the terms and conditions of the Offer. (cb) Purchaser Each Stockholder agrees that if (i) at any time prior to the expiration or termination of the Offer, (A) any Person shall return have become the beneficial owner of 50% or more of the outstanding shares of Common Stock or (B) any Person makes or publicly announces an intention to Stockholder all materials tendered by Stockholder make an Acquisition Proposal or (C) the Company enters into an agreement with any Person with respect to Purchaser promptly an Acquisition Proposal and (ii) at any time (x) in the case of (A) within one year thereafter, (y) in the case of (B), within the period ending on the thirtieth day after the withdrawal of such Acquisition Proposal, unless such Person or any of its affiliates shall have entered into an Agreement with the Company or any one or more Stockholders or their respective affiliates regarding an Acquisition Proposal or have publicly announced a new or amended Acquisition Proposal (in which event the termination of such period shall be tolled) and (z) in the case of (C), within the period ending on the thirtieth day after the termination of such agreement, unless such Person or expiration any of its affiliates shall have entered into a new or amended agreement with the Company or any one or more Stockholders or their respective affiliates regarding an Acquisition Proposal or have made or publicly announce an intention to make an Acquisition Proposal (in which event the termination of such period shall be tolled), such Stockholder sells or otherwise transfers or disposes of any of such Stockholder's Existing Shares or any other shares of Common Stock of which such Stockholder becomes the owner prior to the date of such sale or other transfer or disposition or any shares of Common Stock that such Stockholder currently has the right to acquire then, such Stockholder shall, as promptly as practicable (but in any event within two business days after the later of the Offer without Purchaser purchasing date of such Shares sale or other transfer or disposition, provided, that, if the fair market value of Company any portion of the consideration is subject to the process for determination of its fair market value set forth below, the payment relating to such portion of the consideration shall be made no later than two business days after the date of agreement or such determination) pay to Sub (or its designee) by wire transfer of immediately available funds an amount in cash equal to the product of (i) the number of such shares of Common Stock tendered so sold or otherwise transferred and (ii) the positive difference between value of the consideration per share of Common Stock paid pursuant to such sale or other transfer or disposition and $11.50. For purposes of the foregoing, the parties agree that the value of the consideration per share of Common Stock paid pursuant to such sale or other transfer or disposition shall be deemed to include the value of any dividends or other distributions of any kind whatsoever (including, by means of stock dividend, cash dividend, stock split, recapitalization, combination, reorganization, exchange of shares of Common Stock or otherwise) received or distributable in respect of such shares of Common Stock held on or prior to the date of such sale or other transfer or disposition and that no Stockholder shall sell, distribute or otherwise transfer (including by means of liquidation) such shares of Common Stock to any of its limited partners, general partners, family members or other affiliates unless such transferee first agrees in writing for the benefit of Sub and Parent (in form reasonably satisfactory to Sub and Parent) that such transferee agrees to be bound by the provisions of this Agreement. For purposes of determining the value of the consideration paid per share of Common Stock and the value of any distributions with respect to shares of Common Stock, the parties agree that (i) the value of any part of such consideration or distribution paid in cash shall be such cash value and (ii) any part of such consideration or distribution paid in securities or other property shall be valued at the fair market value of such securities or other property as of the date of such sale or other transfer or disposition. For purposes of the preceding clause (ii), the parties agree that the fair market value of securities or other property shall be determined as follows: (A) if such securities or other property are publicly traded, the fair market value of such securities or other property shall be the average of the high and low sales prices of such securities or other property as publicly reported by or for the principal exchange or other market on which such securities or other property are traded on the date of such sale or other transfer or disposition and (B) if such securities or other property are not publicly traded and the parties cannot otherwise agree on their fair market value within two business days after the sale or other transfer or disposition, by averaging the fair market values of such securities or other property as determined within five business days after such sale or other transfer or disposition by two internationally recognized investment banking firms, one chosen by Sub and one chosen by the Stockholders (acting together); provided, however, that if such investment banking firms shall fail to make such determinations within such time period or the fair market values of such securities or other property as of the date of such sale or other transfer or disposition as determined by such investment banking firms differ by more than 10% of the lower of the two values, such determination (which shall be final and binding on all parties hereto) shall be made witin 10 business days after the sale or other transfer or disposition by a third internationally recognized investment banking firm chosen by the other two investment banking firms. The parties agree to use reasonable best efforts to ensure the prompt payment, and if necessary, the prompt determination of the fair market value of any securities or other property pursuant to this paragraph, it being understood and agreed that, without limiting the generality of the foregoing, it is the intent of the parties that Sub, and not the Stockholders, should receive the value of the consideration in excess of $11.50 from any sale or other transfer or disposition of the shares of Common Stock subject to this Agreement as a result of any change in control or agreement relating to or public announcement of the making of or an intention to make an Acquisition Proposal prior to the date the Offer is terminated or otherwise expires. For purposes of this Agreement, an Acquisition Proposal shall be deemed to include an acquisition (or series of acquisitions) by the Company pursuant to which the Company issues shares of Common Stock constituting, in accordance with its termsthe aggregate, more than the number of issued and outstanding shares of Common Stock as of the date of this Agreement and, in such circumstances, the value of the consideration received for the shares of Common Stock subject to this paragraph shall be the fair market value of such shares of Common Stock as of the date of any such acquisitions by the Company. (dc) Each Stockholder hereby agrees to permit Purchaser Parent and Sub to publish and disclose in the Offer documents Documents and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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 to Purchaser pursuant to and in accordance with the terms of the Tender 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 prior to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership Outside Date, all of any outstanding shares such Stockholder's Owned Shares as 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”), any and all Shares such 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 may acquire prior to the expiration date of the Offer, Tender 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 that it shall not withdraw or cause to be withdrawn any such 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 withdrawntendered. 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. (b) Each Stockholder hereby acknowledges and agrees that the obligation of Purchaser Parent to commence the Tender Offer and accept for payment and pay for any such Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be Tender Offer is subject to the terms and conditions set forth in Annex A to the Merger Agreement and subject 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 "Option") to purchase any or all of such Stockholder's Owned Shares at a price per share equal to an amount not less than that which is offered in the Tender Offer. Subject to Section 4.11 hereof, the Option may be exercised at any time and from time to 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 the Merger Agreement and Tender Offer; provided, however, that the Option shall only be exercisable if Parent reasonably determines in good faith that the Minimum Condition would be met after giving effect to (i) the sale of all Shares properly tendered but not withdrawn in the Tender Offer and (ii) all other exercises (if any) of the Option with respect to the Shares for which the 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), then, immediately following payment by Parent for the Shares pursuant to the Tender 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. (b) As of the date hereof, each Stockholder that has any currently exercisable options outstanding has currently exercisable options outstanding for such number of shares of Company Common Stock as set forth opposite such Stockholder's name on Exhibit A hereto and no Stockholder has any options, warrants, or other rights exercisable, convertible, or exchangeable for any Shares that are not set forth opposite such Stockholder's name on Exhibit A hereto. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Each Stockholder hereby agrees to permit Purchaser Parent and Sub to publish and disclose in the Tender Offer documents Material, and if required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), its ) such Stockholder's identity and ownership of Company Common Stock and the nature of its obligations, such Stockholder's commitments, arrangements and understandings under this Agreement.

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 to Purchaser pursuant to and in accordance with the terms of the Tender 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 prior to the Offer in accordance with its terms). If Stockholder acquires Beneficial Ownership Outside Date, all of any outstanding shares such Stockholder’s Owned Shares as 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”), any and all Shares such 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 may acquire prior to the expiration date of the Offer, Tender 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 that it shall not withdraw or cause to be withdrawn any such 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 withdrawntendered. 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. (b) Each Stockholder hereby acknowledges and agrees that the obligation of Purchaser Parent to commence the Tender Offer and accept for payment and pay for any such Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be Tender Offer is subject to the terms and conditions set forth in Annex A to the Merger Agreement and subject 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 “Option”) to purchase any or all of such Stockholder’s Owned Shares at a price per share equal to an amount not less than that which is offered in the Tender Offer. Subject to Section 4.11 hereof, the Option may be exercised at any time and from time to 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 the Merger Agreement and Tender Offer; provided, however, that the Option shall only be exercisable if Parent reasonably determines in good faith that the Minimum Condition would be met after giving effect to (i) the sale of all Shares properly tendered but not withdrawn in the Tender Offer and (ii) all other exercises (if any) of the Option with respect to the Shares for which the 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), then, immediately following payment by Parent for the Shares pursuant to the Tender 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. (b) As of the date hereof, each Stockholder that has any currently exercisable options outstanding has currently exercisable options outstanding for such number of shares of Company Common Stock as set forth opposite such Stockholder’s name on Exhibit A hereto and no Stockholder has any options, warrants, or other rights exercisable, convertible, or exchangeable for any Shares that are not set forth opposite such Stockholder’s name on Exhibit A hereto. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Each Stockholder hereby agrees to permit Purchaser Parent and Sub to publish and disclose in the Tender Offer documents Material, and if required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), its ) such Stockholder’s identity and ownership of Company Common Stock and the nature of its obligations, such Stockholder’s commitments, arrangements and understandings under this Agreement.

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 the Offeroptions, (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 warrants or other securities convertible into or exercisable for shares of Company Common Stock, Stock (the "Options") Beneficially Owned by him or (v) amend or modify any term or condition of it on 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”)------- date hereof. 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. (b) Each Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any the Shares in the Offer, including the Shares Beneficially Owned by such Stockholder, shall be is subject to the terms and conditions of the Offer. (cb) Purchaser shall return Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by each Stockholder of his or its Shares to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of Merger Sub in the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant shall pass to and unconditionally vest in Merger Sub good and valid title to the Offer in accordance with its termsnumber of Existing Shares set forth opposite such Stockholder's name on Schedule -------- I hereto and to any Additional Shares, free and clear of all claims, liens, - restrictions, security interests, pledges, limitations and encumbrances whatsoever. (dc) Each Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) his or its identity and ownership of Company Common Stock and the nature terms and conditions of its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser shall return to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser to publish and disclose in the Offer documents (including all related documents and schedules filed with the SEC), its identity and ownership of Company Common Stock and the nature of its obligations, commitments, arrangements and understandings under this Agreement.

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. (b) Stockholder hereby acknowledges and agrees that the obligation of Purchaser Merger Sub to accept for payment and pay for any Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be subject to the terms and conditions of the Offer. (c) Purchaser Parent and Merger Sub shall return to Stockholder all materials tendered by Stockholder to Purchaser Merger Sub, promptly after the termination or expiration of the Offer without Purchaser Merger Sub purchasing such all Shares of Company Common Stock tendered pursuant to the Offer in accordance with its terms. (d) Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents, and, if Company Stockholder Approval is required under applicable Law, the Proxy Statement (including all related documents and schedules filed with the SEC), his, her or its identity and ownership of Company Common Stock and the nature of his, her or its obligations, commitments, arrangements and understandings under this Agreement.

Tender of Shares. (a) The 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 it as set forth on the signature page hereto date hereof (the “"Existing -------- Shares”"), and not to withdraw (ii) as soon as possible but in no event later the Existing Shares, or cause the Existing Shares to be withdrawn, from date on which ------ the Offer at is scheduled to expire (including any time (except following the termination or expiration of the Offer without Purchaser purchasing all extensions), any additional shares of Company Common Stock tendered pursuant which the 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 termination of this Agreement"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 Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 7 hereof or Schedule I hereto sets forth opposite 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 's ------ ---------- name the number of shares of Company Common Stock subject to Existing Shares Beneficially Owned by it on 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”)date hereof. 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. (b) The Stockholder hereby acknowledges and agrees that the Merger Sub's obligation of Purchaser to accept for payment and pay for any the Shares in the Offer, including the Shares Beneficially Owned by Stockholder, shall be Offer is subject to the terms and conditions of the Offer. (cb) Purchaser shall return Upon full payment by Parent or Merger Sub for Shares tendered, the transfer by the Stockholder of its Shares to Stockholder all materials tendered by Stockholder to Purchaser promptly after the termination or expiration of Merger Sub in the Offer without Purchaser purchasing such Shares of Company Common Stock tendered pursuant shall pass to and unconditionally vest in Merger Sub good and valid title to the Offer in accordance with its termsnumber of Existing Shares set forth opposite the Stockholder's name on Schedule -------- I hereto and to any Additional Shares, free and clear of all claims, liens, - restrictions, security interests, pledges, limitations and encumbrances whatsoever. (dc) The Stockholder hereby agrees to permit Purchaser Parent and Merger Sub to publish and disclose in the Offer documents Documents and, if Company Stockholder Approval is required under applicable law, the Proxy Statement (including all related documents and schedules filed with the SEC), ) its identity and ownership of Company Common Stock and the nature terms and conditions of its obligations, commitments, arrangements and understandings under this Agreement.