Common use of Tender of the Shares Clause in Contracts

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Subject to the terms of this Agreement, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly validly and irrevocably tendered, into the Offer promptly following, pursuant to and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in terms of the Offer DocumentsOffer, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from . Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) business day after, the commencement of the Offer at pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the "Tender Date") together with the letter of transmittal and any time following other documents or instruments required thereby in order to effect the valid tender of Stockholder's Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that the Offer is terminated, withdrawn or expired without the Stockholder shall acquire such Shares having been accepted for purchase in the Offer or and (y) the Termination Expiration Date. (b) . Stockholder agrees that that, once the its Shares are tendered into tendered, Stockholder shall not withdraw any of such Shares from the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the terms Merger Agreement. Upon the occurrence of the Merger Agreement (i) or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurspreceding sentence, Parent and Merger Acquisition Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger Acquisition Sub, to return all tendered Shares to the Stockholder. (b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of Stockholder's ownership of Shares prior to the transfer of such Shares to Acquisition Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be transferred to Acquisition Sub and Parent upon the transfer to Acquisition Sub or Parent of Stockholder's Shares.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it they shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by itthem, or cause its their respective Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day Business Day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances Liens (other than Permitted EncumbrancesLiens); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Datetermination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (z) there has been and remains in effect a Company Adverse Recommendation Change. (b) Stockholder hereby agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (ix) the date that the Offer shall have been terminated in accordance with is terminated, withdrawn or expired or (y) the terms termination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (iiz) the Termination Date shall have occurredthere has been and remains in effect a Company Adverse Recommendation Change. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminatedterminated or withdrawn by Sub, withdrawn or expires without the Merger Agreement or this Agreement is terminated prior to the purchase of the Shares having been accepted for purchase in the Offer Offer, or (y) the Termination Date occursthere shall occur and remain in effect a Company Adverse Recommendation Change, Parent and Merger Sub shall promptly (and in any event no later than the third fifth (3rd5th) business dayBusiness Day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Stockholder hereby agrees that, unless Unless the Offer is earlier terminated or withdrawn by Merger SubSub or the Merger Agreement is terminated in accordance with its terms, Shareholder hereby agrees that it shall duly irrevocably, subject to the terms of this Agreement, tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably, subject to the terms of this Agreement, tendered, into the Offer promptly following, and in any event no later than the tenth fifth (10th5th) business day Business Day following Stockholder’s receipt the commencement of the Offer Documents, pursuant to Section 1.1 of the Merger Agreement in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided provided, that Parent and Merger Sub agree that Stockholder Shareholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer as otherwise provided pursuant to this Section 3 or (y) the Termination DateSection 9 hereof. (b) Stockholder Shareholder agrees that once the Shares are tendered into the Offer, Stockholder Shareholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or the Merger Agreement is terminated in accordance with its terms or (ii) the Termination Date this Agreement shall have occurredbeen terminated in accordance with Section 9. (c) Stockholder Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder Shareholder may havehave under Chapter 23B.13 of the WBCA, and (ii) hereby agrees not to commence assert any such rights of appraisal or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementdissent. (d) If (x) this Agreement is terminated in accordance with its terms, the Offer is terminatedterminated or withdrawn by Merger Sub, withdrawn or expires without the Merger Agreement is terminated in accordance with its terms prior to the purchase of Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffer, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository depositary or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger Sub, to return all tendered Shares to Shareholder. (e) If the Stockholderconditions to the Offer are satisfied or waived by Merger Sub pursuant to the terms of the Merger Agreement, Parent shall cause Merger Sub to purchase in accordance with the terms of the Offer the Shares that are tendered and not withdrawn.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the tenth (10th) first business day following Stockholder’s receipt following, the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (the "Offer Documents, ") in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 9 hereof. (b) Stockholder's counsel shall be given a reasonable opportunity to review the Offer Documents relating to the Class B Offer before it is commenced and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Parent and Purchaser agree to provide the Stockholder agrees and its counsel in writing with any comments, whether written or oral, that once the Shares are tendered into the OfferParent, Stockholder will not withdraw any Shares Purchaser or their counsel may receive from time to time from the Offer unless and until (i) SEC or its staff with respect to the the Offer Documents promptly after Parent's or Purchaser's, as the case may be, receipt of such comments, and any written or oral responses thereto. Stockholder and its counsel shall have been terminated in accordance with be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the terms of the Merger Agreement or (ii) the Termination Date shall have occurredStockholder and its counsel. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal If the Offers are terminated or rights to dissent from withdrawn by the Purchaser, or the Merger that Stockholder may have, and (ii) agrees not Agreement is terminated prior to commence or join in, and agrees to take all actions necessary to opt out the purchase of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffers, Parent and Merger Sub Purchaser shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger SubPurchaser, to return all tendered Shares to the Stockholderregistered holders of the Shares tendered in the Offers.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the tenth (10th) first business day following Stockholder’s receipt following, the commencement of the Class B Offer pursuant to Section 1.1 of the Merger Agreement (the “Offer Documents, ”) in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 9 hereof. (b) Stockholder’s counsel shall be given a reasonable opportunity to review the Offer Documents relating to the Class B Offer before it is commenced and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Parent and Purchaser agree to provide the Stockholder agrees and its counsel in writing with any comments, whether written or oral, that once the Shares are tendered into the OfferParent, Stockholder will not withdraw any Shares Purchaser or their counsel may receive from time to time from the Offer unless and until (i) SEC or its staff with respect to the the Offer Documents promptly after Parent’s or Purchaser’s, as the case may be, receipt of such comments, and any written or oral responses thereto. Stockholder and its counsel shall have been terminated in accordance with be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the terms of the Merger Agreement or (ii) the Termination Date shall have occurredStockholder and its counsel. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal If the Offers are terminated or rights to dissent from withdrawn by the Purchaser, or the Merger that Stockholder may have, and (ii) agrees not Agreement is terminated prior to commence or join in, and agrees to take all actions necessary to opt out the purchase of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffers, Parent and Merger Sub Purchaser shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger SubPurchaser, to return all tendered Shares to the Stockholderregistered holders of the Shares tendered in the Offers.

Tender of the Shares. (a) Stockholder and each Trust hereby agrees agree that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it they shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by itthem, or cause its their respective Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day Business Day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder and each Trust may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Datetermination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (z) there has been and remains in effect a Company Adverse Recommendation Change. (b) Each of Stockholder and each of the Trusts agrees that once the Shares are tendered into the Offer, Stockholder and the Trusts will not withdraw any Shares from the Offer unless and until (ix) the date that the Offer shall have been terminated in accordance with is terminated, withdrawn or expired or (y) the terms termination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (iiz) the Termination Date shall have occurredthere has been and remains in effect a Company Adverse Recommendation Change. (c) Each of Stockholder and each of the Trusts hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder or such Trust may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminatedterminated or withdrawn by Sub, withdrawn or expires without the Merger Agreement or this Agreement is terminated prior to the purchase of the Shares having been accepted for purchase in the Offer Offer, or (y) the Termination Date occursthere shall occur and remain in effect a Company Adverse Recommendation Change, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business dayBusiness Day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the StockholderStockholder or the applicable Trust, as the case may be.

Tender of the Shares. (a) Stockholder Each Shareholder hereby agrees that, unless subject to the Offer is earlier terminated or withdrawn by Merger Subterms and conditions of Section 10 hereof, it (a) such Shareholder shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by itvalidly tender, or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, his or its Shares to be duly tendered, into the Offer as promptly followingas practicable, and in any event no later than the tenth (10th) fifth business day following Stockholder’s the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement and receipt of the Offer Documents, applicable tender offer documentation and (b) such Shareholder shall not withdraw any Shares so tendered unless this Agreement is terminated or otherwise terminates in accordance with its terms under Section 10 hereof or otherwise or the procedures set forth Offer is terminated or has expired without Merger Sub purchasing all Shares validly tendered in the Offer Documentsand not withdrawn. Notwithstanding the foregoing, free each Shareholder may decline to tender, or may withdraw, any and clear all of all Encumbrances (other than Permitted Encumbrances); provided that Parent and such Shareholder’s Shares if, without the consent of such Shareholder, Merger Sub agree that Stockholder may withdraw its Shares from amends the Offer at any time following to (xi) the date that reduce the Offer is terminatedPrice, withdrawn or expired without (ii) reduce the number of Shares having been accepted for purchase subject to the Offer, (iii) change the form of consideration payable in the Offer or (yiv) amend or modify any term or condition of the Termination DateOffer in a manner adverse to the Shareholders of the Company (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition which the parties agree cannot be waived or reduced). Each Shareholder shall give Merger Sub at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso. (b) Stockholder agrees that once Notwithstanding the foregoing, at no time and in no event shall the total number of shares restricted pursuant to Section 3(a) hereof exceed nineteen and nine-tenths percent (19.9%) of the outstanding capital stock of the Company, including but not limited to the Shares are tendered into (the Offer“Maximum Restricted Amount”). In the event that the total number of Shares exceeds the Maximum Restricted Amount, Stockholder will not withdraw any Merger Sub may, in its sole and absolute discretion determine which Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not be restricted pursuant to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Section 3(a). Merger Sub, in its sole and absolute discretion, shall make the Company determination of whether Shares subject to restriction pursuant to this Section 3 have equaled or any of their respective successors (x) challenging exceeded the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger AgreementMaximum Restricted Amount. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Stockholder Shareholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably tendered, into the Offer promptly following, and in any event no later than the tenth fifth (10th5th) business day Business Day following StockholderShareholder’s receipt of the Offer Documents, Documents in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder Shareholder may withdraw its Shares from the Offer at any time following (x) the date termination of this Agreement or as otherwise provided pursuant to Section 9 hereof; and further provided that the Offer is terminatedShareholder shall not be required, withdrawn for purposes of this Agreement, to exercise any unexercised Company Options or expired without the tender any unvested Shares having been accepted for purchase in the Offer or (y) the Termination Dateheld by Shareholder. (b) Stockholder The Shareholder agrees that once the Shares are tendered into the Offer, Stockholder the Shareholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date this Agreement shall have occurredbeen terminated in accordance with Section 9. (c) Stockholder The Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder the Shareholder may havehave under Article 13 of the GBCC, and (ii) hereby agrees not to commence assert any such rights of appraisal or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementdissent. (d) If (x) the Offer is terminatedterminated or withdrawn by Merger Sub, withdrawn or expires without the Merger Agreement is terminated in accordance with its terms prior to the purchase of Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffer, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository depositary or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger Sub, to return all tendered Shares to the StockholderShareholder.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it she shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by ither, or cause its her Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day Business Day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its her Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Datetermination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (z) there has been and remains in effect a Company Adverse Recommendation Change. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (ix) the date that the Offer shall have been terminated in accordance with is terminated, withdrawn or expired or (y) the terms termination of this Agreement or the Merger Agreement or as otherwise provided pursuant to Section 9 hereof or (iiz) the Termination Date shall have occurredthere has been and remains in effect a Company Adverse Recommendation Change. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminatedterminated or withdrawn by Sub, withdrawn or expires without the Merger Agreement or this Agreement is terminated prior to the purchase of the Shares having been accepted for purchase in the Offer Offer, or (y) the Termination Date occursthere shall occur and remain in effect a Company Adverse Recommendation Change, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business dayBusiness Day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder, as the case may be.

Tender of the Shares. (a) Each Stockholder hereby agrees that, unless subject to the Offer is earlier terminated or withdrawn by Merger Subterms and conditions of Section 8 hereof, it (a) such Stockholder shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by itvalidly tender, or cause to be validly tendered, pursuant to and in accordance with the terms of the Offer, his or its Shares to be duly tendered, into the Offer as promptly followingas practicable, and in any event no later than the tenth (10th) fifth business day following Stockholder’s the commencement of the Offer pursuant to Section 1.1 of the Merger Agreement (except for those Shares issued upon the exercise of Company Options, Company Warrants or other rights to acquire shares of Common Stock or Convertible Preferred Stock after such date, which shall be validly tendered, or caused to be validly tendered, as promptly as practicable following such exercise, which exercise shall be effected by the holder within five business days following commencement of the Offer) and receipt of the applicable tender offer documentation and (b) such Stockholder shall not withdraw any Shares so tendered unless this Agreement is terminated or the Offer Documents, in accordance with the procedures set forth is terminated or has expired without Purchaser purchasing all Shares validly tendered in the Offer Documentsand not withdrawn. Notwithstanding the foregoing, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that each Stockholder may withdraw its decline to tender, or may withdraw, any and all of such Stockholders’ Shares from if, without the consent of such Stockholder, Purchaser amends the Offer at any time following to (xi) the date that reduce the Offer is terminatedPrice, withdrawn or expired without (ii) reduce the number of Shares having been accepted for purchase subject to the Offer, (iii) change the form of consideration payable in the Offer or (yiv) amend or modify any term or condition of the Termination DateOffer in a manner adverse to the stockholders of the Company (other than insignificant changes or amendments or other than to waive any condition other than the Minimum Condition). Each Stockholder shall give Purchaser at least two (2) business days’ prior notice of any withdrawal of its Shares pursuant to the immediately preceding proviso. Notwithstanding anything herein to the contrary, the holders of the Convertible Preferred Stock shall retain the option and right to instruct the tender agent to take all steps necessary to convert their shares into Common Stock at any time prior to the Purchase of such shares in the Offer. (b) Stockholder agrees that once Notwithstanding the foregoing, at no time and in no event shall the total number of shares restricted pursuant to Section 3(a) hereof exceed nineteen and nine-tenths percent (19.9%) of the outstanding capital stock of the Company, including but not limited to the Shares are tendered into (the Offer“Maximum Restricted Amount”). In the event that the total number of shares exceeds the Maximum Restricted Amount, Purchaser may, in its sole and absolute discretion determine which Shares shall be restricted pursuant to Section 3(a). Prior to any proposed transfer restricted by Section 3(a) hereof, each Stockholder will not withdraw any shall provide written notice to Purchaser at least forty-eight (48) hours prior to the proposed transfer. Such notice shall include the number and class of Shares from (including Company Options and Company Warrants) to be transferred, the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may haveprice per share, and (ii) agrees the proposed transferee. If the Shares so restricted have not yet exceeded the Maximum Restricted Amount, then Purchaser may restrict such proposed transfer as provided herein. If Shares upon which such restrictions have already been imposed equal or exceed the Maximum Restricted Amount, then Purchaser may not enforce the restrictions on transfer or voting imposed by this Agreement. Purchaser, in its reasonable discretion, shall make the determination of whether Shares subject to commence restriction pursuant to this Section 3 have equaled or join in, and agrees to take all actions necessary to opt out exceeded the Maximum Restricted Amount. Regardless of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subwhether the Maximum Restricted Amount has been reached, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any notice provision of this Agreement or (ySection 3(b) alleging a breach shall apply until termination of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger this Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Stockholder Shareholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly tender (and deliver any certificates evidencing) the its Covered Shares beneficially held by itthat are Shares, or cause its Covered Shares that are Shares to be duly tendered, into the Offer (i) in the case of Owned Shares, promptly following, and in any event no later than ten (10) Business Days following the tenth (10th) business day following Stockholder’s receipt commencement of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurscase of Additional Owned Shares, Parent and Merger Sub shall promptly (and in any event no later than ten (10) Business Days after such Shares are obtained but, in each case, if Shareholder has not received the third Offer Documents by such time, within five (3rd5) business dayBusiness Days following receipt of such documents, but in any event prior to the expiration of the Offer, free and clear of all Liens. Subject to Section 9, Shareholder agrees that it will not withdraw such Covered Shares, or cause such Covered Shares to be withdrawn, from the Offer at any time. (b) returnShareholder hereby agrees that, from the date hereof until the date that is six (6) months following any termination of the Purchase Agreement, he or she will not, and if Shares are held by a nominee for Shareholder shall cause the holder of record of any Covered Shares not to, (x) tender such Person’s Shares in connection with any Alternative Acquisition Proposal or (y) vote (or cause to be voted), any of such Person’s Covered Shares beneficially owned as of the record date for any meeting of the shareholders of the Company, or in any other circumstance in which the vote or other approval of the shareholders of the Company is sought as to a matter described in any of clauses (i) through (iii) below: (i) for any Alternative Acquisition Proposal or any proposal relating to an Alternative Acquisition Proposal; or (ii) for any Acquisition Agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or its Subsidiaries (other than the Purchase Agreement and the Post-Offer Reorganization documentation and transactions); or (iii) agree or to commit to take any the foregoing action or publicly support any of the foregoing. (c) If the Offer is terminated or withdrawn by Buyer or this Agreement is terminated pursuant to Section 9, Parent and Buyer shall return promptly (and in any event within no more than five (5) Business Days), and shall cause any depository or paying agent acting on behalf of Parent and Merger SubBuyer to return, any Covered Shares tendered by Shareholder in the Offer to return all tendered Shares Shareholder. (d) Notwithstanding anything in this Agreement to the Stockholdercontrary, nothing herein shall require Shareholder to exercise any Company Option or other equity award or require Shareholder to purchase any Shares, and nothing herein shall prohibit Shareholder from exercising any Company Option held by such Shareholder as of the date of this Agreement.

Tender of the Shares. (a) Upon obtaining Bankruptcy Court Approval as required by Section 1 of this Agreement, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly promptly (and in any event no later than the first business following obtaining the Bankruptcy Court Approval) irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 10 hereof. (b) Stockholder's counsel shall be given a reasonable opportunity to review the Offer Documents relating to the Class B Offer before it is commenced and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Parent and Purchaser agree to provide the Stockholder agrees and its counsel in writing with any comments, whether written or oral, that once the Shares are tendered into the OfferParent, Stockholder will not withdraw any Shares Purchaser or their counsel may receive from time to time from the Offer unless and until (i) SEC or its staff with respect to the the Offer Documents promptly after Parent's or Purchaser's, as the case may be, receipt of such comments, and any written or oral responses thereto. Stockholder and its counsel shall have been terminated in accordance with be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the terms of the Merger Agreement or (ii) the Termination Date shall have occurredStockholder and its counsel. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal If the Offers are terminated or rights to dissent from withdrawn by the Purchaser, or the Merger that Stockholder may have, and (ii) agrees not Agreement is terminated prior to commence or join in, and agrees to take all actions necessary to opt out the purchase of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffers, Parent and Merger Sub Purchaser shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger SubPurchaser, to return all tendered Shares to the Stockholderregistered holders of the Shares tendered in the Offers.

Tender of the Shares. (a) Stockholder hereby agrees that, unless Unless (i) the Offer is earlier terminated or withdrawn by Merger Sub, (ii) there is any decrease in the price per share of Common Stock payable in the Offer or any change in the form of consideration payable in the Offer, (iii) a Change of Recommendation is made under the Merger Agreement,(iv) the Merger Agreement is terminated in accordance with its terms or (v) this Agreement shall have been terminated under Section 8 hereof, each Stockholder hereby agrees that it shall duly irrevocably, subject to the terms of this Agreement, tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably, subject to the terms of this Agreement, tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt the commencement of the Offer Documents, pursuant to Section 1.1 of the Merger Agreement in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided provided, however, that Parent and Merger Sub agree that each Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer as otherwise provided pursuant to this Section 3 or (y) the Termination DateSection 8 hereof. (b) Each Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or Agreement, (ii) there is any decrease in the Termination Date price per share of Common Stock payable in the Offer or any change in the form of consideration payable in the Offer, (iii) a Change of Recommendation is made under the Merger Agreement, (iv) the Merger Agreement is terminated in accordance with its terms or (v) this Agreement shall have occurredbeen terminated in accordance with Section 8 hereof. (c) Each Stockholder hereby (i) waives and agrees not to exercise waives, on its own behalf on behalf of any recordholder of any of the Shares, any rights of appraisal or rights to dissent from the Merger that Stockholder or any such recordholder may havehave under Section 262 of the DGCL, and (ii) hereby agrees not to commence assert any such rights of appraisal or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementdissent. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Prior to the termination of this Agreement, each Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly (1) validly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following(and not withdraw) and sell, pursuant to and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement Offer and the Offer Documents, all Shares held of record by such Stockholder and (2) to the extent applicable, instruct the record owner of all other beneficially owned Shares (including the Stockholder’s broker) to validly tender into the Offer (and not withdraw) and sell, pursuant to and in accordance with the terms of the Offer and the Offer Documents, the Shares, in each case not later than the tenth Business Day after commencement of the Offer, or with respect to any Shares acquired after such date, prior to the expiration of the Offer. In furtherance and without limiting the generality of the foregoing, no later than the tenth Business Day after the commencement of the Offer, each Stockholder shall (i) deliver or instruct to be delivered by the record owner of all beneficially owned Shares to the depositary designated in the Offer Documents (A) a letter of transmittal with respect to his or its Shares in the form included in the Offer Documents and otherwise complying with the terms of the Offer, (B) any certificates representing his or its Shares and (C) any and all other documents or instruments required to be delivered pursuant to the terms of the Offer or the Offer Documents, and (ii) take any and all other actions reasonably necessary to accomplish the Termination Date shall have occurredprovisions of this Section 4(a). If, notwithstanding the foregoing, any Shares are for any reason not purchased pursuant to the Offer, such Shares will remain subject to the terms of this Agreement. Each Stockholder acknowledges that Merger Sub’s obligation to accept for payment and pay for the Shares in the Offer is subject to all the terms and conditions of the Offer. (cb) Each Stockholder hereby (i) waives waives, and agrees not to exercise exercise, on its own behalf on behalf of any recordholder of any of the Shares, any rights of appraisal or rights to dissent from the Merger that Stockholder or any such recordholder may havehave under the DGCL, (ii) agrees not to assert any such rights of appraisal or dissent, and (iiiii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of of, any class in any class action action, in each case with respect to, to any claim, suit, action or proceeding, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any claim, suit, action or proceeding (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (yB) alleging a breach of any fiduciary duty of any Person person in connection with the negotiation and entry into Merger Agreement or the Merger Agreementtransactions contemplated thereby. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly validly tender (and deliver any certificates evidencing) its Shares other than the RS Shares beneficially held by itand NC Shares (the “Tender Shares”), or cause its the Tender Shares to be duly tendered, into pursuant to and in accordance with the terms of the Offer promptly following, and in any event no later than the tenth ten (10th10) business day Business Days following Stockholder’s receipt of a letter of transmittal with respect to the Offer DocumentsOffer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its the Tender Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 9 hereof. (b) Stockholder agrees that once the Tender Shares are tendered into the Offer, Stockholder will not withdraw any Tender Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date this Agreement shall have occurredbeen terminated in accordance with Section 9. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) except with respect to claims based on fraud, agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of the their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminatedterminated or withdrawn by Merger Sub, withdrawn or expires without the Merger Agreement is terminated prior to the purchase of Tender Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffer, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Subject to the terms of this Agreement, unless the Merger Agreement has been terminated in accordance with its terms, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly validly and irrevocably tendered, into the Offer promptly following, pursuant to and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in terms of the Offer DocumentsOffer, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from . Without limiting the generality of the foregoing, as promptly as practicable after the commencement of the Offer at pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the “Tender Date”) together with the letter of transmittal and any time following other documents or instruments expressly required thereby in order to effect the valid tender of Stockholder’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that the Offer is terminated, withdrawn or expired without the Stockholder shall acquire such Shares having been accepted for purchase in the Offer or and (y) the Termination Expiration Date. (b) . Stockholder agrees that that, once the its Shares are tendered into tendered, Stockholder shall not withdraw any of such Shares from the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the terms Merger Agreement. Upon the occurrence of the Merger Agreement (i) or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurspreceding sentence, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder. (b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of Stockholder’s ownership of Shares prior to the transfer of such Shares to Merger Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be transferred to Merger Sub and Parent upon the transfer to Merger Sub or Parent of Stockholder’s Shares.

Tender of the Shares. (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly validly tender (and deliver any certificates evidencing) its Shares other than the RS Shares beneficially held by it[and NC Shares] (the “Tender Shares”), or cause its the Tender Shares to be duly tendered, into pursuant to and in accordance with the terms of the Offer promptly following, and in any event no later than the tenth ten (10th10) business day Business Days following Stockholder’s receipt of a letter of transmittal with respect to the Offer DocumentsOffer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its the Tender Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 9 hereof. (b) Stockholder agrees that once the Tender Shares are tendered into the Offer, Stockholder will not withdraw any Tender Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date this Agreement shall have occurredbeen terminated in accordance with Section 9. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) except with respect to claims based on fraud, agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of the their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminatedterminated or withdrawn by Merger Sub, withdrawn or expires without the Merger Agreement is terminated prior to the purchase of Tender Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffer, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

Tender of the Shares. (a) Upon obtaining Bankruptcy Court Approval as required by Section 1 of this Agreement, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly promptly (and in any event no later than the first business following obtaining the Bankruptcy Court Approval) irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly irrevocably tendered, into the Class B Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub Purchaser agree that Stockholder may withdraw its Shares from the Class B Offer at any time following (x) the date that the Offer is terminated, withdrawn termination of this Agreement or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Dateas otherwise provided pursuant to Section 10 hereof. (b) Stockholder’s counsel shall be given a reasonable opportunity to review the Offer Documents relating to the Class B Offer before it is commenced and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto. Parent and Purchaser agree to provide the Stockholder agrees and its counsel in writing with any comments, whether written or oral, that once the Shares are tendered into the OfferParent, Stockholder will not withdraw any Shares Purchaser or their counsel may receive from time to time from the Offer unless and until (i) SEC or its staff with respect to the the Offer Documents promptly after Parent’s or Purchaser’s, as the case may be, receipt of such comments, and any written or oral responses thereto. Stockholder and its counsel shall have been terminated in accordance with be given a reasonable opportunity to review any such written responses and Parent and Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the terms of the Merger Agreement or (ii) the Termination Date shall have occurredStockholder and its counsel. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal If the Offers are terminated or rights to dissent from withdrawn by the Purchaser, or the Merger that Stockholder may have, and (ii) agrees not Agreement is terminated prior to commence or join in, and agrees to take all actions necessary to opt out the purchase of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occursOffers, Parent and Merger Sub Purchaser shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger SubPurchaser, to return all tendered Shares to the Stockholderregistered holders of the Shares tendered in the Offers.

Tender of the Shares. (a) Subject to the terms of this Agreement, Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, that it shall duly irrevocably tender (and deliver any certificates evidencing) the Shares beneficially held by itits Shares, or cause its Shares to be duly validly and irrevocably tendered, into the Offer promptly following, pursuant to and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in terms of the Offer DocumentsOffer, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from . Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than the tenth (10th) business day after, the commencement of the Offer at pursuant to Section 2.1 of the Merger Agreement, Stockholder shall deliver pursuant to the terms of the Offer all of the Shares owned by Stockholder as of the date of such tender (the “Tender Date”) together with the letter of transmittal and any time following other documents or instruments required thereby in order to effect the valid tender of Stockholder’s Shares. If Stockholder acquires any Shares after the Tender Date, Stockholder shall tender into the Offer such Shares prior to the earlier of (x) the fifth (5th) business day following the date that the Offer is terminated, withdrawn or expired without the Stockholder shall acquire such Shares having been accepted for purchase in the Offer or and (y) the Termination Expiration Date. (b) . Stockholder agrees that that, once the its Shares are tendered into tendered, Stockholder shall not withdraw any of such Shares from the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) this Agreement shall have been terminated in accordance with Section 11 hereof or (ii) the Offer shall have been terminated in accordance with the terms Merger Agreement. Upon the occurrence of the Merger Agreement (i) or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurspreceding sentence, Parent and Merger Acquisition Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent agent, including the Paying Agent, acting on behalf of Parent and Merger Acquisition Sub, to return all tendered Shares to the Stockholder. (b) Upon receipt of payment in full for all of its Shares pursuant to the Merger Agreement, Stockholder agrees that any and all rights incident to its ownership of Shares (including any rights to recover amounts, if any, that may be determined to be due to any stockholder or former stockholder of the Company), including but not limited to rights arising out of Stockholder’s ownership of Shares prior to the transfer of such Shares to Acquisition Sub or Parent pursuant to the Offer or pursuant to the Merger Agreement, shall be transferred to Acquisition Sub and Parent upon the transfer to Acquisition Sub or Parent of Stockholder’s Shares.

Tender of the Shares. (a) Each Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it that such Stockholder shall duly validly tender (and deliver any certificates evidencing) the all Shares beneficially held by itsuch Stockholder, or cause its such Shares to be duly validly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer DocumentsOffer, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances liens, claims, security interests, options, rights, understandings or arrangements or any other encumbrances or restrictions on title, transfer, or exercise of any rights of a stockholder in respect of such Shares (collectively, “Encumbrances”) (other than (i) any Encumbrances arising hereunder (in connection therewith any other restrictions on transfer or any other Encumbrances have been waived by appropriate consent), and (ii) Encumbrances imposed by federal or state securities laws (collectively, “Permitted Encumbrances”); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time ), promptly following (xbut in no event later than the last time at which the depositary can accept tenders prior to the Expiration Date) the date that valid delivery of the Offer is terminatedTender Notice (as defined below). Notwithstanding any provision in this Agreement to the contrary, withdrawn nothing in this Agreement shall obligate any Stockholder to exercise any option or expired without the any other right to acquire any Shares having been accepted for purchase in the Offer of Class A Common Stock or (y) the Termination DateClass B Common Stock. (b) Notwithstanding Section 3(a) or any other provision of this Agreement, in the event of an Adverse Recommendation Change made in compliance with the Reorganization Agreement (a “Trigger Event”), the obligation of each Stockholder agrees that once to tender the Shares are tendered held by such Stockholder in the manner set forth in Section 3(a) shall be modified such that each Stockholder shall validly tender (and deliver any certificates evidencing) into the Offer, Stockholder promptly following delivery of the Tender Notice, a number of Shares in the aggregate (among all Stockholders party to this Agreement), equal to that number of Shares (rounded up to the nearest whole share) that would represent as of the time of the Tender Notice thirty four and 99/100 percent (34.99%) of the total voting power of the outstanding shares of Company Common Stock (which percentage, for the avoidance of doubt, assumes that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will not convert to shares of Class A Common Stock upon consummation of the Offer), (the “Trigger Event Shares”) (or, if previously tendered, the Stockholders may withdraw any Shares from such that no more than thirty four and 99/100 percent (34.99%) of the Offer unless total voting power remains tendered); provided, that (A) the Stockholders shall together be responsible for allocating the number of respective Shares subject to tender, and until (iB) Parent and Purchaser shall cooperate with the Stockholders to assure that the aggregate number of Shares in respect of all Stockholders validly tendered into the Offer shall have been terminated in accordance with equal the terms Trigger Event Shares as of the Merger Agreement or (ii) time of the Termination Date shall have occurredTender Notice. (c) Promptly following the occurrence of a Trigger Event, each Stockholder hereby shall deliver a written notice to Parent indicating the number of Trigger Event Shares and the number of Shares not constituting Trigger Event Shares (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from such Shares, the Merger that Stockholder may have“Excess Shares”), and (ii) agrees not such notice shall include reasonably detailed information to commence or join in, and agrees to take all actions necessary to opt out support the determination of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreementsuch numbers. (d) If (x) Each Stockholder agrees that, once a Stockholder’s Shares are tendered pursuant to this Section 3, such Stockholder will not withdraw such Shares from the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase (other than as permitted by Section 3(b) in the Offer or (y) event of a Trigger Event), unless and until the Termination Date occursReorganization Agreement shall have been validly terminated in accordance with its terms. Upon the occurrence of the foregoing event, Parent and Merger Sub Purchaser shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger SubPurchaser, to promptly return all tendered Shares to the StockholderStockholder all Shares so tendered. For purposes of this Section 3, a “Tender Notice” means a written notice, delivered by Parent or Purchaser to each Stockholder on the day of the Expiration Date (as soon as practicable following 5:00 pm New York City time on such Expiration Date but in no event later than one hour prior to the last time at which the depositary can accept tenders prior to the Expiration Date), specifying that (i) all of the Offer Conditions have been satisfied (or are reasonably expected to be satisfied as of the Expiration Date) or otherwise waived by Purchaser (to the extent permitted by or, with respect to clause (h) of Annex A, required by the Reorganization Agreement) (it being understood that such written notice can only be validly delivered by Parent or Purchaser to the extent that all of the Offer Conditions have, in fact, been satisfied (or are reasonably expected to be satisfied as of the Expiration Date) or otherwise waived by Purchaser (to the extent permitted by or, with respect to clause (h) of Annex A, required by the Reorganization Agreement)); provided, that for purposes of this Section 3, the definition of the “Minimum Tender Condition” as it applies to the Offer Conditions shall mean that there shall have been validly tendered into the Offer (and not validly withdrawn) as of the time of the Tender Notice that number of shares of Company Common Stock which, assuming for purposes of this definition that the consummation of the Offer occurs contemporaneously with delivery of the Tender Notice (for the avoidance of doubt, assuming that the Shares of Class B Common Stock to be so tendered will convert to shares of Class A Common Stock upon consummation of the Offer), when added to any shares of Company Common Stock to be tendered subject and pursuant to Section 3(a) or 3(b), as applicable, of this Agreement, would represent at least a majority of the voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding as of the time of the Tender Notice, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise as of the time of the Tender Notice (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures). For the avoidance of doubt, nothing in this Section 3 shall obligate Parent or Purchaser to deliver a Tender Notice.