Common use of Tender of Subject Shares Clause in Contracts

Tender of Subject Shares. (a) Parent and Merger Sub agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within five business days after the date of the Merger Agreement); and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two 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 or other encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, or, if later, on or before the second business day after such acquisition. The Stockholder acknowledges and agrees that Parent's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. (c) The Stockholder will receive the same Offer Price received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent and Merger Sub agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence Subject to the terms of this Agreement, each Stockholder agrees to tender or cause to be tendered in the Offer as promptly as practicable (all of such Stockholder’s Subject Shares pursuant to and in any event within five business days after the date of the Merger Agreement); and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer Offer, free and clear of all Encumbrances except for Permitted Encumbrances. Without limiting the Merger Agreementgenerality of the foregoing, all shares of Common Stock validly tendered pursuant to the Offer. (b) The each Stockholder hereby agrees (i) to tender the Subject Shares into the Offer promptlythat promptly following, and in any event no later than the fifth business day following ten (10) Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, or, Offer (or if any such Stockholder has not received the Offer Documents by such time, within two business days five (5) Business Days following receipt of such documents but in any event prior documents), such Stockholder shall (i) deliver pursuant to the date terms of expiration the Offer (A) a letter of transmittal covering all of such Stockholder’s Subject Shares complying with the terms of the Offer, (B) a Certificate or Certificates (or affidavits of loss in each caselieu thereof) representing such Shares or an “agent’s message” (or such other evidence, if any, of transfer as the Depository Agent may reasonably request) in the case of any Book-Entry Shares, and (C) all other documents or instruments required to be delivered by stockholders of the Company pursuant to the terms of the Offer, and (ii) instruct such Stockholder’s broker or such other Person that is the holder of record of any Shares beneficially owned by such Stockholder to tender such Shares free and clear of all Encumbrances (other than Permitted Encumbrances) in accordance with this Section 3(a) and the terms of the Offer. In the case of any liens Shares acquired by such Stockholder subsequent to the Agreement Date, within three (3) Business Days after such Stockholder acquires beneficial ownership of such Shares free and clear of all Encumbrances that would prevent, interfere with or other encumbrances except as disclosed herein or those arising from impede the transfer of such Shares, such Stockholder shall take the actions specified in this Agreement and Section 3(a) with respect to such Shares. (ii) not to withdraw Each Stockholder agrees that once any of such Stockholder’s Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any are tendered, such Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) will not withdraw such Subject Shares on or before such fifth business day following the commencement of from the Offer, orunless and until this Agreement has been terminated in accordance with Section 7; provided, if laterhowever, on or before that in the second business day after event the number of Subject Shares has been reduced pursuant to Section 3(c), such acquisition. The Stockholder may elect to withdraw such Stockholder’s tendered Subject Shares in excess of its Lock-Up Subject Shares (for the avoidance of doubt, the tendered Subject Shares constituting Lock-Up Subject Shares shall not be permitted to be withdrawn except upon termination of this Agreement in accordance with Section 7). (iii) Each Stockholder acknowledges and agrees that Parent's and Merger Sub's Purchaser’s obligation to accept for payment and pay for Shares tendered into the Offer, including any Subject Shares in the Offer tendered by such Stockholder, is subject to the terms and conditions of the Offer. (c) The Stockholder will receive the same Offer Price received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Merger Agreement. (div) The Stockholder agrees If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated prior to permit the purchase of Subject Shares in the Offer, Parent and Purchaser shall return, and shall cause the Company Depository Agent to publish and disclose in return, all tendered Subject Shares to the Offer Documents and Schedule 14D-9 and, if approval of applicable Stockholder no later than five (5) Business Days after the stockholders of the Company is required under applicable law, the Proxy Statement (including all documents and schedules filed with the Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreementtermination or withdrawal.

Tender of Subject Shares. (a) Parent Purchaser and Merger Sub agree, jointly and severally agree subject to the conditions of the Offer set forth in Annex I Exhibit A to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within five business days Business Days after Purchaser and the date Company issue a public announcement of the execution of the Merger Agreement); Agreement and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Each Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days 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 or other encumbrances Encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cashtendered. If any Stockholder acquires Subject Shares after the date hereof, the such Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, Business Day or, if later, on or before the second business day Business Day after such acquisition. The Each Stockholder acknowledges and agrees that ParentPurchaser's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. (c) The Subject to Section 3(a)(ii), each Stockholder will receive the same Offer Price Consideration received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder him or it in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Each Stockholder hereby agrees to permit Parent and the Company Purchaser 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 Securities and Exchange Commission (the "SEC"), the Stockholder's his or its identity and ownership of Common Stock and the nature of the such Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent Purchaser and Merger Sub agree, jointly and severally agree subject to the conditions of the Offer set forth in Annex I Exhibit A to the Merger --------- Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within five business days after the date of the Merger Agreement); no later than February 1, 2001 and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Each Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days 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 or other encumbrances Encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cashtendered. If any Stockholder acquires Subject Shares after the date hereof, the such Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day Business Day following the commencement of the Offer, or, if later, on or before the second business day Business Day after such acquisition. The Each Stockholder acknowledges and agrees that ParentPurchaser's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. (c) The Each Stockholder will receive agrees, (i) to exercise prior to the same Offer Price received by other stockholders date of expiration of the Company in Offer each stock option held by it that has a per share exercise price equal to or less than the Offer with respect to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.Consideration;

Tender of Subject Shares. (a) Parent and Merger Sub agreeStockholder agrees to promptly (and, subject to in any event, no later than the conditions fifth Business Day following the commencement of the Offer set forth Offer) validly tender or cause to be validly tendered in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (free and clear of all claims, liens, encumbrances and security interests of any nature whatsoever that would prevent Stockholder from tendering his or her shares in any event within five business days after the date of the Merger accordance with this Agreement or otherwise complying with his or her obligations under this Agreement); , pursuant to and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and Rule 14d-2 under the Merger Agreement1934 Act, all shares of Common Stock validly tendered pursuant the Subject Shares Owned by Stockholder on or prior to the fifth Business Day following the commencement of the Offer. If Stockholder acquires any Subject Shares after the fifth Business Day following the commencement of the Offer (including during any subsequent offering period, if any), Stockholder shall tender in the Offer such Subject Shares within three Business Days following the date that Stockholder shall acquire such Subject Shares but in any event prior to the expiration of the Offer. (b) The In furtherance of the foregoing Section 3.1(a), at any time Stockholder agrees (i) is required to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two 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 or other encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, or, if later, on or before the second business day after such acquisition. The Stockholder acknowledges and agrees that Parent's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer pursuant to this Agreement, Stockholder shall: (i) deliver or cause to be delivered to the depositary designated in the Offer Documents and pursuant to the terms of the Offer (A) a letter of transmittal with respect to the Stockholder’s Subject Shares complying with the terms of the Offer, (B) certificates representing such Subject Shares or an “agent’s message” (or such other evidence, if any, of transfer as designated in the Offer Documents) in the case of a book-entry share of any uncertificated Subject Shares and (C) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer, and (ii) instruct and cause any other Person who is subject the record holder of any such Subject Shares (including the Stockholder’s broker, if applicable) to validly tender such Subject Shares pursuant to and in accordance with the terms and conditions of the Offer. (c) The Stockholder will receive the same Offer Price received by other stockholders of the Company in and the Offer with respect to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this AgreementDocuments. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent and Merger Sub agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that Stockholder agrees (i) Merger Sub will commence the Offer as to promptly as practicable (and and, in any event within event, not later than five business days after the date commencement of the Merger Agreement); Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger AgreementOffer, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement Owned by Stockholder as of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, this Agreement (free and clear of any liens encumbrances or other encumbrances except as disclosed herein or those arising from this Agreement restrictions), and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any if Stockholder acquires Ownership of any additional Subject Shares after the date hereofof this Agreement, the to promptly (and, in any event, not later than two business days after Stockholder shall acquires Ownership of such additional Subject Shares) validly tender (or cause to be validly tendered into the record holder Offer, pursuant to tender) such Subject Shares on or before such fifth business day following and in accordance with the commencement terms of the Offer, orall of such additional Subject Shares (free and clear of any encumbrances or restrictions). Stockholder agrees not to withdraw, if laterand agrees not to permit the withdrawal of, on or before any of the second business day after such acquisitionSubject Shares from the Offer unless and until the Offer expires without Acquisition Sub having accepted for payment any shares of Company Common Stock tendered in the Offer. The Stockholder acknowledges and agrees that Parent's and Merger Acquisition Sub's obligation to accept for payment and pay for shares of Company Common Stock validly tendered in the Offer, including any Subject Shares in the Offer validly tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer. (c) The Stockholder will receive . For all the same Offer Price received by other stockholders of the Company Subject Shares validly tendered in the Offer with respect and not withdrawn, provided that Acquisition Sub accepts for purchase and purchases shares of Company Common Stock pursuant to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares Stockholder will remain subject be entitled to receive the highest price per share paid by Acquisition Sub for shares of Company Common Stock pursuant to the terms of this AgreementOffer. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. Stockholder agrees (a) Parent and Merger Sub agreeto promptly (and, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within event, not later than five business days after the date of the Merger Agreement); and (ii) on which Merger Sub will accept for paymentcommences the Offer, purchase within the meaning of Rule 14d-2 under the Exchange Act (the “Offer Commencement Date”) validly tender or cause to be validly tendered, pursuant to and pay for, in accordance with the terms of the Offer and the Merger AgreementOffer, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement Owned by Stockholder as of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, this Voting Agreement (free and clear of any liens encumbrances or other encumbrances except as disclosed herein or those arising from this Agreement and restrictions), (iib) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any if Stockholder acquires Ownership of any additional Subject Shares after the date hereofof this Voting Agreement, the including by exercise of Options, to promptly (and, in any event, not later than two business days after Stockholder shall acquires Ownership of such additional Subject Shares) validly tender (or cause to be validly tendered, pursuant to and in accordance with the record holder to tender) such Subject Shares on or before such fifth business day following the commencement terms of the Offer, orall of such additional Subject Shares (free and clear of any encumbrances or restrictions) and (c) without limiting the scope of the foregoing, if laterto exercise Stockholder’s Options to the extent such Options have an exercise price less than the Offer Price, on and validly tender or before cause to be validly tendered, pursuant to and in accordance with the second business day after such acquisition. The Stockholder acknowledges and agrees that Parent's and Merger Sub's obligation to accept for payment and pay for terms of the Offer, the Subject Shares issued in the Offer is subject to the terms and conditions connection with such exercise of the Offer. Options; provided, however, that Stockholder’s obligations under clause (c) The Stockholder will receive the same Offer Price received by other stockholders shall only be triggered if (i) all of the Company conditions to the Offer, other than the Minimum Condition, have been satisfied and (ii) Stockholder’s tender of those Subject Shares issued in connection with the Offer exercise of its Options, together with respect to Subject any Shares tendered by other Persons under similar agreements, would cause the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject Minimum Condition to the terms of this Agreementbe satisfied. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent Purchaser and Merger Sub agree, jointly and severally agree subject to the conditions of the Offer set forth in Annex I Exhibit A to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within five business days Business Days after Purchaser and the date Company issue a public announcement of the execution of the Merger Agreement); Agreement and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Each Stockholder agrees (i) to tender the Subject Shares (other than the Subject Shares referred to in Section 3(c) below) into the Offer promptly, and in any event no later than the fifth business day Business Day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days 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 or other encumbrances Encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cashtendered. If Subject to Section 3(c) below, if any Stockholder acquires Subject Shares after the date hereof, the such Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, Business Day or, if later, on or before the second business day Business Day after such acquisition. The Each Stockholder acknowledges and agrees that ParentPurchaser's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. (c) The Each Stockholder will receive agrees, if reasonably requested in writing by the same Offer Price received by other stockholders Purchaser, (i) to exercise prior to the date of expiration of the Company in Offer each stock option held by it that has a per share exercise price equal to or less than the Offer with respect to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.Consideration;

Tender of Subject Shares. (a) Parent and Merger Sub the Purchaser agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of contained in the Merger Agreement, that (i) Merger Sub the Purchaser will commence the Offer as promptly as practicable (and in any event within five business days after the date of the Merger Agreement); and (ii) Merger Sub the Purchaser will accept for payment, purchase and pay for, in accordance with the terms of the Offer Offer, the Merger Agreement and the Merger Contingent Payment Agreement dated the date hereof between Parent and Stockholder (the “Contingent Payment Agreement”), all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two 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 or other encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, or, if later, on or before the second business day after such acquisition. The Stockholder acknowledges and agrees that Parent's the obligation of Parent and Merger Sub's obligation the Purchaser to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. Parent and Purchaser acknowledge that Stockholder’s obligation to sell the Subject Shares to Purchaser is conditioned upon Purchaser’s acceptance and payment for shares of Common Stock in the Company in the Offer pursuant to the terms of the Offer. (c) The Stockholder will receive the same Offer Price received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder in the OfferOffer (the “Share Consideration”), except that a total of Five Million Dollars ($5,000,000) of such Share Consideration shall be deposited into a specified escrow account in accordance with the terms and conditions set forth in the Escrow Agreement (as defined in the Contingent Payment Agreement) with release of such portion of the Share Consideration to the Stockholder being made in accordance with the terms and conditions of the Contingent Payment Agreement and the Escrow Agreement. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "“SEC")”) and any similar filing required by applicable law in the consummation of the transactions contemplated in the Offer and Merger Agreement, the Stockholder's ’s identity and ownership of Common Stock and the nature of the Stockholder's ’s commitments, arrangements and understandings under this Agreement. (e) The Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby.

Tender of Subject Shares. (a) Parent and Merger Sub agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of the Merger Agreement, that Stockholder agrees (i) Merger Sub will commence the Offer as to promptly as practicable (and and, in any event within event, not later than five business days after the date commencement of the Merger Agreement); Offer) validly tender or cause to be validly tendered into the Offer, pursuant to and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger AgreementOffer, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement Owned by Stockholder as of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two business days following receipt of such documents but in any event prior to the date of expiration of such Offer, in each case, this Agreement (free and clear of any liens encumbrances or other encumbrances except as disclosed herein or those arising from this Agreement restrictions), and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any if Stockholder acquires Ownership of any additional Subject Shares after the date hereofof this Agreement, the to promptly (and, in any event, not later than two business days after Stockholder shall acquires Ownership of such additional Subject Shares) validly tender (or cause to be validly tendered into the record holder Offer, pursuant to tender) such Subject Shares on or before such fifth business day following and in accordance with the commencement terms of the Offer, orall of such additional Subject Shares (free and clear of any encumbrances or restrictions). Stockholder agrees not to withdraw, if laterand agrees not to permit the withdrawal of, on or before any of the second business day after such acquisitionSubject Shares from the Offer unless and until the Offer expires without Acquisition Sub having accepted for payment any shares of Company Common Stock tendered in the Offer. The Stockholder acknowledges and agrees that Parent's and Merger Acquisition Sub's obligation to accept for payment and pay for shares of Company Common Stock validly tendered in the Offer, including any Subject Shares in the Offer validly tendered by Stockholder, is subject to the terms and conditions of the Merger Agreement and the Offer. (c) The Stockholder will receive . For all the same Offer Price received by other stockholders of the Company Subject Shares validly tendered in the Offer with respect and not withdrawn, provided that Acquisition Sub accepts for purchase and purchases shares of Company Common Stock pursuant to Subject Shares tendered by the Stockholder in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares Stockholder will remain subject be entitled to receive the highest price per share paid by Acquisition Sub for shares of Company Common Stock pursuant to the terms of this AgreementOffer. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC"), the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent Purchaser and Merger Sub agree, jointly and severally agree subject to the conditions of the Offer set forth in Annex I Exhibit A to the Merger Agreement and the other terms and conditions of the Merger Agreement, that (i) Merger Sub will commence the Offer as promptly as practicable (and in any event within five ten business days after the date of the Merger Agreement); Agreement and (ii) Merger Sub will accept for payment, purchase and pay for, in accordance with the terms of the Offer and the Merger Agreement, all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement of the Offer, or, if any the Stockholder has not received the Offer Documents by such time, within two 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 or other encumbrances Encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cashtendered. If any the Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, or, if later, on or before the second business day after such acquisitionacquisition and shall not withdraw any such Subject Shares. The Stockholder acknowledges and agrees that ParentPurchaser's and Merger Sub's obligation to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. Notwithstanding the foregoing, to the extent the Stockholder's rights to tender its Subject Shares (or take any other action) pursuant to this Section 3(b) are restricted as set forth on Annex A hereto, with respect to such Subject Shares, the Stockholder agrees only to use his reasonable best efforts to cause such tender (and other actions) to occur. (c) The Stockholder will receive the same Offer Price Consideration received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder him in the Offer. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder hereby agrees to permit Parent and the Company Purchaser to publish and disclose in the Offer Documents and Schedule 14D-9 and, if approval of the stockholders of the Company is 4 required under applicable law, the Proxy Statement (including all documents and schedules filed with the Securities and Exchange Commission (the "SEC"), the Stockholder's his identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement.

Tender of Subject Shares. (a) Parent and Merger Sub the Purchaser agree, subject to the conditions of the Offer set forth in Annex I to the Merger Agreement and the other terms and conditions of contained in the Merger Agreement, that (i) Merger Sub the Purchaser will commence the Offer as promptly as practicable (and in any event within five business days after the date of the Merger Agreement); and (ii) Merger Sub the Purchaser will accept for payment, purchase and pay for, in accordance with the terms of the Offer Offer, the Merger Agreement and the Merger Contingent Payment Agreement dated the date hereof between Parent and Stockholder (the "Contingent Payment Agreement"), all shares of Common Stock validly tendered pursuant to the Offer. (b) The Stockholder agrees (i) to tender the Subject Shares into the Offer promptly, and in any event no later than the fifth business day following the commencement of the Offer, or, if any Stockholder has not received the Offer Documents by such time, within two 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 or other encumbrances except as disclosed herein or those arising from this Agreement and (ii) not to withdraw any Subject Shares so tendered so long as there is no decrease in the Offer Price and the Offer Price is payable in cash. If any Stockholder acquires Subject Shares after the date hereof, the Stockholder shall tender (or cause the record holder to tender) such Subject Shares on or before such fifth business day following the commencement of the Offer, or, if later, on or before the second business day after such acquisition. The Stockholder acknowledges and agrees that Parent's the obligation of Parent and Merger Sub's obligation the Purchaser to accept for payment and pay for the Subject Shares in the Offer is subject to the terms and conditions of the Offer. Parent and Purchaser acknowledge that Stockholder's obligation to sell the Subject Shares to Purchaser is conditioned upon Purchaser's acceptance and payment for shares of Common Stock in the Company in the Offer pursuant to the terms of the Offer. (c) The Stockholder will receive the same Offer Price received by other stockholders of the Company in the Offer with respect to Subject Shares tendered by the Stockholder in the OfferOffer (the "Share Consideration"), except that a total of Five Million Dollars ($5,000,000) of such Share Consideration shall be deposited into a specified escrow account in accordance with the terms and conditions set forth in the Escrow Agreement (as defined in the Contingent Payment Agreement) with release of such portion of the Share Consideration to the Stockholder being made in accordance with the terms and conditions of the Contingent Payment Agreement and the Escrow Agreement. In the event that, notwithstanding the provisions of the first sentence of Section 3(b), any Subject Shares are for any reason withdrawn from the Offer, such Subject Shares will remain subject to the terms of this Agreement. (d) The Stockholder agrees to permit Parent 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 Securities and Exchange Commission (the "SEC")) and any similar filing required by applicable law in the consummation of the transactions contemplated in the Offer and Merger Agreement, the Stockholder's identity and ownership of Common Stock and the nature of the Stockholder's commitments, arrangements and understandings under this Agreement. (e) The Stockholder shall not enter into any tender, voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of his or its obligations hereunder or the transactions contemplated hereby.