Common use of Tender of Subject Securities Clause in Contracts

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Offer as described in the Merger Agreement and the Offer Documents.

Tender of Subject Securities. The Stockholder agrees: (a) (i) Unless this Agreement shall have been terminated in accordance with its terms, Stockholder hereby agrees to tender the Company Common Stock Subject Securities then Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make “Tender Shares”), or instruct such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its Stockholder’s broker or such other Person who that is the holder of record of any Tendered the Tender Shares beneficially owned by to tender, into the Stockholder to make such delivery Offer no later than five (5) days prior to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Initial Expiration Date. If the Stockholder acquires additional Subject Securities Tender Shares after the date hereof, the unless this Agreement shall have been terminated in accordance with its terms, Stockholder shall tender (or cause the record holder to tender) be tendered such Subject Securities Tender Shares on or before the tenth Business Day following Initial Expiration Date. Except as set forth in Section 3.1(b), unless this Agreement shall have been terminated in accordance with its terms, Stockholder will not withdraw the commencement of Tender Shares, or cause the OfferTender Shares to be withdrawn, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in from the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell at any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and. (b) Notwithstanding anything herein to permit the contrary, in the event of a Change in the Board Recommendation, all references to “Tender Shares” in this Section 3 shall automatically be deemed to instead be references the “Recommendation Change Shares”, without any action required on the part of Parent, Merger Subsidiary Stockholder or any other Person, and the Company to publish and disclose in Stockholder shall withdraw any Shares previously tendered into the Offer Documents and Schedule 14D-9 and, if approval in excess of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed Recommendation Change Shares in order to ensure full compliance with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this AgreementSection 3.1(c). (c) In Stockholder shall cause all Shares that are not Recommendation Change Shares to be tendered in the event Tender Offer in a manner that is proportionate to the Stockholder tenders manner in which all holders of Shares (other than Shares held by the Tendered Shares into the Offer Support Stockholders and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Olberzes) tender their Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Offer as described in the Merger Agreement and the Offer DocumentsTender Offer.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "“Liens"”) other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder’s letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's ’s obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's ’s acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's ’s identity and ownership of the Subject Securities and the nature of the Stockholder's ’s commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the “Estimated Payment”) of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder’s designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Dimeling, Xxxxxxxxx and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") other than the Lien of the Lender which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by the Lender in Stockholder's letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) ), as provided above, such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of the Lender is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder (or, at the request of the Stockholder, the Lender) in accordance with the terms and conditions of the Offer as described in the Merger Agreement and the Offer Documents.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "“Liens"”) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's ’s obligation to sell any Subject Securities to Merger Subsidiary and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's ’s acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's ’s identity and ownership of the Subject Securities and the nature of the Stockholder's ’s commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the “Estimated Payment”) of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder’s designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Wiser Investors, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Stockholder agrees: Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to validly tender the Subject Securities (aother than any Unsellable Company Shares that are not available for tender; provided that, Shareholder has entered into the Unsellable Share Liquidity Mechanism contemplated by Section 3.5.2(a) (i) collectively, the “Tender Shares”), or cause such Shareholder’s Tender Shares to tender the Company Common Stock Owned by the Stockholder be validly and tendered, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the "Tendered Shares"holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptlypromptly following, and in any event no later than the tenth fifth Business Day following the commencement of the Offer, or, Commencement Date or if the Stockholder Shareholder has not received the Offer Documents by such time, within five two Business Days following receipt of such documents but in any event prior to the Expiration Date. If Shareholder acquires Tender Shares after the date of expiration of such Offerhereof, unless this Agreement shall have been terminated in each case free and clear of any liensaccordance with its terms, claims, options, rights of first refusal, co-sale rights, charges Shareholder shall tender or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required cause to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker tendered such Tender Shares on or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after before the Expiration Date. If the Stockholder Shareholder acquires additional Subject Securities Tender Shares after the date hereofExpiration Date, the Stockholder unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender (or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent Offer. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder will not withdraw the Tender Shares, or cause the record holder Tender Shares to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offerbe withdrawn, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in from the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell at any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Offer as described in the Merger Agreement and the Offer Documents.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "“Liens"”) other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder’s letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's ’s obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG is expressly conditioned upon Merger Subsidiary's ’s acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's ’s identity and ownership of the Subject Securities and the nature of the Stockholder's ’s commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the “Estimated Payment”) of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder’s designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WILP or Dimeling Xxxxxxxxx and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Unless this Agreement shall have been terminated in accordance with its terms or the Offer expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and the terms of the Offer and the Offer Documents, such Stockholder agrees: (a) (i) hereby agrees to tender the Company Common Stock Owned by the Stockholder Subject Securities or cause such Stockholder’s Subject Securities to be tendered, free and clear of all Liens, into the Offer (the "Tendered Shares") promptlypromptly following, and in any event no later than the tenth (10th) Business Day following the commencement of the Offer, or, if the Stockholder has not received Offer and the Offer Documents by being made publicly available on the SEC’s XXXXX database (the “Deadline”). Without limiting the generality of the foregoing, such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer (a) deliver pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1i) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares such Stockholder’s Subject Securities complying with the terms of the OfferOffer and the Offer Documents, (2ii) certificates a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Payment Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Tendered Shares Payment Agent may reasonably request) in the case of Uncertificated Shares, and (3iii) any all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and/or Offer and the Offer Documents or (yb) the delivery of instructions to its instruct such Stockholder’s broker or such other Person who that is the holder of record of any Tendered Shares Subject Securities beneficially owned by the such Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to and in accordance with clause (a) of this Section 2.1 and the terms of the Offer as and the same may be amended from time to timeOffer Documents. If such Stockholder acquires Subject Securities after the Deadline, consistent with the terms of unless this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose shall have been terminated in accordance with its terms or the Offer Documents and Schedule 14D-9 andexpires or is terminated or withdrawn, if approval of the stockholders of the Company is required under applicable lawin each case, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Merger Agreement, such Stockholder shall promptly tender or cause to be tendered such Subject Securities prior to the earlier of (x) three (3) Business Days following the date that the Stockholder acquires such Subject Securities and (y) the Expiration Time. Unless this Agreement shall have been terminated in accordance with its terms or the Offer as described expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and Agreement, such Stockholder will not withdraw the Subject Securities, or cause the Subject Securities to be withdrawn, from the Offer Documentsat any time. For purposes of this Section 2.1, Subject Securities shall not include any Company Options that are not exercised during the Support Period.

Tender of Subject Securities. The Stockholder agrees: (a) (i) Unless this Agreement shall have been terminated in accordance with its terms, Shareholder hereby agrees to tender the Subject Securities (other than any Unsellable Vested Company Common Stock Owned by Free Shares that are not available for tender; provided that, Shareholder has entered into any agreement reasonably satisfactory to Parent, required to implement the Stockholder Free Share Liquidity Mechanism described in Section 3.5.2(a) of the MoU) (collectively, the “Tender Shares”), or cause such Shareholder’s Tender Shares to be tendered, into the Offer pursuant to the terms of the Offer applicable to such Subject Securities (including by instructing Shareholder’s broker or such other person who is the "Tendered Shares"holder of record of any Subject Shares to tender such shares into the Offer pursuant to the terms of the Offer) promptlypromptly following, and in any event no later than the tenth Business Day following the commencement of the Offer, or, Commencement Date or if the Stockholder Shareholder has not received the Offer Documents by such time, within five two Business Days following receipt of such documents but in any event prior to the Expiration Date. If Shareholder acquires Tender Shares after the date of expiration of such Offerhereof, unless this Agreement shall have been terminated in each case free and clear of any liensaccordance with its terms, claims, options, rights of first refusal, co-sale rights, charges Shareholder shall tender or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required cause to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker tendered such Tender Shares on or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after before the Expiration Date. If the Stockholder Shareholder acquires additional Subject Securities Tender Shares after the date hereofExpiration Date, the Stockholder unless this Agreement shall have been terminated in accordance with its terms, Shareholder shall tender (or cause to be tendered such Tender Shares, in the manner applicable to such Tender Shares as set forth in the Offer, before the expiration of any Subsequent Offer. Unless this Agreement shall have been terminated in accordance with its terms, Shareholder will not withdraw the Tender Shares, or cause the record holder Tender Shares to tender) such Subject Securities on or before be withdrawn, from the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in Offer at any event prior time. Prior to the date of expiration of Expiration Date, the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for Shareholder shall not tender the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and (b) to permit Shares into any exchange or tender offer commenced by a third party other than Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this AgreementPurchaser or their respective Affiliates. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Offer as described in the Merger Agreement and the Offer Documents.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 100% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Wiser Investors, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder's letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WILP or Dimeling Xxxxxxxxx and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Unless this Agreement shall have been validly terminated in accordance with Section 8.12, such Stockholder agrees: (a) (i) hereby agrees to tender the Company Common Stock Owned by the Stockholder Subject Securities or cause such Stockholder’s Subject Securities to be tendered, free and clear of all Liens other than Liens arising under this Agreement or applicable securities Laws, into the Offer (the "Tendered Shares") promptlypromptly following, and in any event no later than the tenth fifth (5th) Business Day following the commencement of the Offer, or, if the Stockholder has not received Offer and the Offer Documents by being made publicly available on the SEC’s XXXXX database (the “Deadline”). Without limiting the generality of the foregoing, such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer (a) deliver pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1i) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares such Stockholder’s Subject Securities complying with the terms of the OfferOffer and the Offer Documents, (2ii) certificates a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Exchange Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Tendered Shares Exchange Agent may reasonably request) in the case of Uncertificated Shares, and (3iii) any all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and/or Offer and the Offer Documents or (yb) the delivery of instructions to its instruct such Stockholder’s broker or such other Person who that is the holder of record of any Tendered Shares Subject Securities beneficially owned by the such Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to and in accordance with clause (a) of this Section 2.1 and the terms of the Offer as and the same may be amended from time to timeOffer Documents. If such Stockholder acquires Subject Securities after the Deadline, consistent with the terms of unless this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose shall have been terminated in accordance with its terms or the Offer Documents and Schedule 14D-9 andexpires or is terminated or withdrawn, if approval of the stockholders of the Company is required under applicable lawin each case, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Merger Agreement, such Stockholder shall promptly tender or cause to be tendered such Subject Securities prior to the earlier of (x) three (3) Business Days following the date that the Stockholder acquires such Subject Securities and (y) the Expiration Time. Unless this Agreement shall have been terminated in accordance with its terms or the Offer as described expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and Agreement, such Stockholder will not withdraw the Subject Securities, or cause the Subject Securities to be withdrawn, from the Offer Documentsat any time. For purposes of this Section 2.1, Subject Securities shall not include any Company Options that are not exercised during the Support Period.

Tender of Subject Securities. The Stockholder agrees: (a) (i) to tender the Company Common Stock Owned by the Stockholder into the Offer (the "Tendered Shares") promptly, and in any event no later than the tenth Business Day following the commencement of the Offer, or, if the any Stockholder has not received the Offer Documents by such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case case, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") other than the Lien of MRG which shall be released upon payment by Parent or Merger Subsidiary of a portion of the Offer Price to be identified by Stockholder and confirmed by MRG in Stockholder's letter of transmittal accompanying tendered Subject Securities (it being agreed that the Stockholder will cause such Lien upon payment for the Subject Securities to be released) and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares complying with the terms of the Offer, (2) certificates representing the Tendered Shares and (3) any other documents or instruments required to be delivered pursuant to the terms of the Offer, and/or (y) the delivery of instructions to its broker or such other Person who is the holder of record of any Tendered Shares beneficially owned by the Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the such Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary and the release of the Lien of MRG and termination of any voting agreement in favor of WIC is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to the terms of the Offer as the same may be amended from time to time, consistent with the terms of this Agreement and the Merger Agreement; and; (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.; (c) In in the event that the Stockholder tenders the Tendered Shares into the Offer and (i) the Merger Agreement is validly terminated pursuant to Sections 8.01(e), 8.01(f) or 8.01(h) of the Merger Agreement (in the case of 8.01(h), only if the Minimum Condition had not been satisfied and an Acquisition Proposal existed or had been previously announced prior to the termination of the Merger Agreement), and (ii) within nine months following such termination the Stockholder (A) receives consideration in respect of some or all of the Subject Securities in connection with the consummation of an Acquisition Proposal or (B) makes a bona fide sale of some or all of its Subject Securities to a third party, to pay Parent an amount in immediately available funds by wire transfer to a bank account designated by Parent equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration received by the Stockholder pursuant to such Acquisition Proposal or third party sale, as applicable, and (ii) the aggregate cash consideration that would have been received by the Stockholder pursuant to the Offer based on the initial Offer Price of $10.60 per share with respect to the Subject Securities sold in connection with such Acquisition Proposal or third party sale, as applicable (or in the case of Subject Securities other than Company Common Stock, the amount of cash consideration that would have been received had such Subject Securities been exercised for Company Common Stock prior to the expiration of the Offer net of the applicable exercise price). Such payment to Parent shall be made as follows: (i) if the consideration paid to the Stockholder is cash, immediately following the consummation of such Acquisition Proposal or third party sale or (ii) if the consideration paid to the Stockholder consists of marketable securities, within ten Business Days following consummation of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of marketable securities, the fair value of such securities shall be determined based on the closing market price of such securities on the principal securities exchange or other trading market for such securities on the Business Day immediately preceding the closing date of such Acquisition Proposal or third party sale. In the event the consideration received by the Stockholder in respect of an Acquisition Proposal or third party sale, as applicable, consists of non-marketable securities or other property, the fair value of such consideration shall be determined by a nationally recognized investment banking firm selected by Stockholder that has not provided services to Stockholder or its affiliates during the prior five years and is reasonably acceptable to Parent as soon as possible after the closing of such Acquisition Proposal, and the fair value determination of such firm shall be binding upon the parties. In the event the consideration received by the Stockholder consists of any non-marketable securities or other property, the Stockholder shall pay Parent its good faith estimate (the "Estimated Payment") of the amount owed pursuant to this Section 7.01 thereof3(c) in respect of such consideration within ten Business Days following consummation of the Acquisition Proposal or third party sale, as applicable. Following the determination of the fair value of any non-marketable securities or other property (as described above), the Stockholder or Parent shall promptly pay the other party in immediately available funds by wire transfer to a bank account designated by the payee party an amount equal to the difference between the Estimated Payment and finally determined amount owing to Parent under Section 3(c) (with Parent receiving payment to the extent such amount exceeds the Estimated Payment and the Stockholder receiving payment to the extent the Estimated Payment exceeds such amount). In addition, if Stockholder makes a bona fide sale of some or all of its Subject Securities to a third party at a time when the Company is then a party to an agreement that provides for an Acquisition Proposal (which agreement has not then been terminated pursuant to its terms), then if such Acquisition Proposal is consummated (or if that Acquisition Proposal is not consummated because another Acquisition Proposal supplants that Acquisition Proposal because the Company determines such Acquisition Proposal is superior, then if such subsequent Acquisition Proposal is consummated) within nine months following the termination of the Merger Agreement, Stockholder shall pay to Parent within ten Business Days of the consummation of such Acquisition Proposal the Top-up Amount. The Top-up Amount shall be equal to 30.78% multiplied by the difference between (i) the aggregate fair value of the consideration that would have been received by the Stockholder pursuant to such Acquisition Proposal in respect of the Subject Securities that were sold in such bona fide sale to a third party and (ii) the aggregate fair value of the consideration received by such Stockholder in connection with such bona fide sale. For the avoidance of doubt, Parent and Merger Subsidiary shall cause acknowledge and agree that because of the Tendered Shares and related Offer Documents to be returned to the undertaking by Stockholder in accordance with the terms and conditions this Section 3(c) to disgorge a portion of the improved price of such Acquisition Proposal or Superior Proposal over the Offer as described in Price (i) on and after the termination of the Merger Agreement and (or the Expiration Date, if earlier) the Stockholder may take any actions necessary to consummate an Acquisition Proposal or Superior Proposal in lieu of the Offer, including, without limitation, withdrawing its shares from the Offer Documentsand voting in favor of such other Acquisition Proposal or Superior Proposal and (ii) prior to the termination of the Merger Agreement (or the Expiration Date, if earlier) the Stockholder may take any action except those prohibited by this Agreement, including the prohibitions referred to in Section 5 of this Agreement, and any of the Stockholder's designees or affiliates who is a director or officer of the Company may expressly take such actions as are contemplated by the last two sentences of section 5 in connection with an Acquisition Proposal or Superior Proposal; and (d) that it will not enter into an agreement, arrangement or understanding (whether written or oral) with WIC or Dimeling, Xxxxxxxxx and Park Reorganization Fund II, L.P. or their direct or indirect owners (and will not permit its direct or indirect owners to enter into any such agreements, arrangements or understandings) that affects or otherwise modifies the sharing agreement contemplated by Section 3(c) hereof or any other provisions of this Agreement in a manner adverse to Parent or Merger Subsidiary without the prior written consent of Parent.

Tender of Subject Securities. The Unless this Agreement shall have been terminated in accordance with its terms or the Offer expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and the terms of the Offer and the Offer Documents, such Stockholder agrees: (a) (i) hereby agrees to tender the Company Common Stock Owned by the Stockholder Subject Securities or cause such Stockholder’s Subject Securities to be tendered, free and clear of all Liens, into the Offer (the "Tendered Shares") promptlypromptly following, and in any event no later than the tenth Business Day (10th) business day following the commencement of the Offer, or, if the Stockholder has not received Offer and the Offer Documents by being made publicly available on the SEC’s XXXXX database. Without limiting the generality of the foregoing, such time, within five Business Days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances (collectively, "Liens") and (ii) not to withdraw any Company Common Stock so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. The Stockholder shall make such tender of the Tendered Shares into the Offer (a) deliver pursuant to the terms and conditions of the Offer including without limitation (x) the delivery to the depositary for the Offer (1i) a completed and executed letter of transmittal in customary form with respect to the Tendered Shares such Stockholder’s Subject Securities complying with the terms of the OfferOffer and the Offer Documents, (2ii) certificates a certificate (or affidavits of loss in lieu thereof and such other documentation that may be reasonably requested by the Payment Agent) representing such Subject Securities or an “agent’s message” (or such other evidence, if any, of transfer as the Tendered Shares Payment Agent may reasonably request) in the case of Uncertificated Shares, and (3iii) any all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and/or Offer and the Offer Documents or (yb) the delivery of instructions to its instruct such Stockholder’s broker or such other Person who that is the holder of record of any Tendered Shares Subject Securities beneficially owned by the such Stockholder to make such delivery to the depositary for the Offer. The Stockholder shall have no obligations or liabilities to Parent or Merger Subsidiary under this Section 3(a) at any time after the Expiration Date. If the Stockholder acquires additional Subject Securities after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Securities on or before the tenth Business Day following the commencement of the Offer, or, if later, on or before the fifth Business Day after such acquisition but in any event prior to the date of expiration of the Offer. The Stockholder acknowledges and agrees that the obligation of Merger Subsidiary to accept for payment and pay for any Subject Securities in the Offer is subject to the terms and conditions of the Offer (as described in the Merger Agreement). Parent and Merger Subsidiary acknowledge that the Stockholder's obligation to sell any Subject Securities to Merger Subsidiary is expressly conditioned upon Merger Subsidiary's acceptance and payment for the Subject Securities in the Offer pursuant to and in accordance with clause (a) of this Section 3.1 and the terms of the Offer as and the same may be amended from time to timeOffer Documents. If such Stockholder acquires Subject Securities after the deadline in the immediately preceding sentence, consistent with the terms of unless this Agreement and the Merger Agreement; and (b) to permit Parent, Merger Subsidiary and the Company to publish and disclose shall have been terminated in accordance with its terms or the Offer Documents and Schedule 14D-9 andexpires or is terminated or withdrawn, if approval of the stockholders of the Company is required under applicable lawin each case, the Proxy Statement (including all documents and schedules filed with the SEC) and any similar filing required by applicable law in connection with the transactions contemplated by the Offer and Merger Agreement, the Stockholder's identity and ownership of the Subject Securities and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (c) In the event that the Stockholder tenders the Tendered Shares into the Offer and the Merger Agreement is validly terminated pursuant to Section 7.01 thereof, Parent and Merger Subsidiary shall cause the Tendered Shares and related Offer Documents to be returned to the Stockholder in accordance with the terms and conditions of the Merger Agreement, such Stockholder shall promptly tender (and no later than the Expiration Date) or cause to be tendered such Subject Securities. Unless this Agreement shall have been terminated in accordance with its terms or the Offer as described expires or is terminated or withdrawn, in each case, in accordance with the terms of the Merger Agreement and Agreement, such Stockholder will not withdraw the Subject Securities, or cause the Subject Securities to be withdrawn, from the Offer Documentsat any time. For purposes of this Section 3.1, Subject Securities shall not include any Company Options that are not exercised or Company RSUs that do not settle during the Support Period.