Common use of Voting Agreement Clause in Contracts

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).

Voting Agreement. (a) The Stockholder From and after the date of this Agreement until the Termination Date, the Shareholder hereby irrevocably and unconditionally covenants and agrees that, during that at any meeting of the Voting Periodshareholders of the Company (whether annual or special) or at any adjournment or postponement thereof upon which a vote or other approval is sought, the Stockholder shall Shareholder shall: (i) appear (in person or by proxy) at any such meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause all of the Shareholder’s Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes the purpose of establishing a quorum, quorum whether in person or by proxy; and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, in person or cause a written consent to be provided with respect to by proxy, all Shares) of the Shares (A) in favor of the adoption and approval of the Merger Agreement and the approval of the Merger, not including any Material Adverse Amendmenttransactions contemplated thereby, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach favor of any covenant, representation proposal to adjourn or warranty or any other obligation or agreement postpone such meeting of the Company contained in Company’s shareholders to a later date if there are not sufficient votes to adopt the Merger Agreement, and (C) against any proposal made in opposition toCompany Acquisition Proposal or any other extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or in competition withexchange offer, consummation reorganization, recapitalization, liquidation or sale or transfer of all or substantially all of the assets or securities of the Company or any of its material Subsidiaries and (D) against any other proposal, action or transaction that would reasonably be expected to materially impede, frustrate, prevent or nullify the Merger and the other transactions contemplated by or the Merger Agreement. Except as explicitly set forth in this Section 1.1, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and nothing in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer right of the Company either (i) pursuant Shareholder to Applicable Law vote in favor of, against or (ii) in exercising abstain with respect to any other matters presented to the Company’s rights or fulfilling the Company’s obligations shareholders, and under the Merger Agreement (no circumstance shall Shareholder be obligated to the extent permitted or required by the Merger Agreement)vote in favor of a Fundamental Amendment.

Voting Agreement. At all times that the Sumitomo Group satisfies the Voting Threshold, (a) The Stockholder hereby irrevocably Sumitomo and unconditionally agrees thatSumitovant Bio will, during and Sumitomo will cause each member of the Sumitomo Group to, vote or cause to be voted the Voting Period, Shares owned by them as of the Stockholder shall (i) appear (in person or by proxy) record date for determining the shareholders of the Company entitled to vote at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) meeting of shareholders of the holders Company (however noticed or called) in connection with any election of Company Common Stock, properly calledIndependent Directors designated to serve on the Audit Committee, or otherwise cause the Shares then beneficially owned taking by the Stockholder shareholders of the Company of an action by written consent in connection with any election of Independent Directors designated to be counted as present thereat serve on the Audit Committee, in each case in a manner that is in direct proportion to the manner in which the Disinterested Shareholders vote their Voting Shares in respect of the election of such Independent Directors (including, for purposes of establishing a quorumthis purpose, any abstentions and “withhold” votes), and (iib) vote or provide a written consent neither Sumitomo nor Sumitovant Bio will, and Sumitomo will cause each member of the Sumitomo Group to not, without first obtaining Independent Director Approval, solicit proxies with respect to all Shares any Voting Shares, or become a “participant” in any “election contest” (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under the Exchange Act), in each case, relating to the election of the Independent Directors designated to serve on the Audit Committee; provided that, none of Sumitomo or any of its Subsidiaries will cause all Shares be deemed to be votedengaged in the solicitation of proxies or such a “participant” merely by reason of the membership of the Sumitomo Directors on the Board and nothing contained in this Agreement will limit, restrict or cause a written consent to be provided with respect to prohibit any member of the Sumitomo Group from voting all Shares) (A) of the Voting Shares Beneficially Owned by them in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach election of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (nominee to the extent permitted Board that will constitute a Sumitomo Director if elected or required by the Merger Agreement)appointed.

Voting Agreement. (a) The Each Stockholder hereby irrevocably and unconditionally agrees that, that during the Voting Periodterm of this Agreement, at the Company Stockholder shall Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company, such Stockholder shall: (ia) appear (in person or by proxy) at any each such meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the such Stockholder’s Covered Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing calculating a quorum, and ; and (iib) vote (or provide cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent with respect to covering, all of such Stockholder’s Covered Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (Ai) in favor of the adoption and approval of the Merger Agreement and approval in favor of the Merger, not including any Material Adverse Amendment, related proposal in furtherance thereof; (Bii) against any action, proposal, transaction action or agreement that would result, or could reasonably be expected to result, in any material respect result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of such Stockholder contained in this Agreement, ; and (Ciii) against any proposal made in opposition toAcquisition Proposal and against any other action, agreement or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect, or in competition be inconsistent with, consummation of the Merger and or the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, Agreement or this Agreement or the Shares shall be voted by and in the manner determined performance by the Stockholder. (b) Notwithstanding any other provision Company of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s its obligations under the Merger Agreement (to or by such Stockholder of its obligations under this Agreement. The obligations of such Stockholder specified in this Section 1.01(b) shall apply whether or not the extent permitted adoption of the Merger Agreement or required any action described above is recommended by the Merger Agreement)Board of Directors.

Voting Agreement. At any meeting of the stockholders of the Company, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the stockholders of the Company is sought (a) The each, a “Company Stockholders Meeting”), each Stockholder hereby irrevocably shall, and unconditionally agrees thatshall cause any other holder of record to, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any each such meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the all Covered Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing calculating a quorum, quorum and (ii) vote (or provide cause to be voted), or execute and deliver a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to executed and delivered) covering, all Covered Shares) : (Ai) in favor of adoption adopting the Merger Agreement (for the purposes of this Section 2(a), as it may be modified or amended from time to time), including the agreement of merger contained therein, the execution and approval delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement, (ii) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Merger Agreement and the Merger, not including any Material Adverse Amendment, , (Biii) against any actionAcquisition Proposal or any proposal relating to an Acquisition Proposal, (iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company, (v) against any change in the business, management or Board of Directors of the Company (other than in connection with the transactions described in clause (i) above) and (vi) against any proposal, transaction action or agreement that would result(1) impede, frustrate, prevent or could reasonably be expected to resultnullify any provision of this Agreement, in any material respect the Merger Agreement or the Merger, (2) result in a breach in any respect of any covenant, representation or representation, warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, and (C3) against result in any proposal made of the conditions set forth in opposition to, or in competition with, consummation Article VIII of the Merger and the other transactions Agreement not being fulfilled or (4) except as expressly contemplated by the Merger Agreement, change in any manner the dividend policy or capitalization of, including the voting rights of any Acquisition Proposal. In all other mattersclass of capital stock of, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Company. Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit commit or restrict agree to take any actions taken by action inconsistent with the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)foregoing.

Voting Agreement. (a) The Stockholder Each Stockholder, severally and not jointly, hereby irrevocably and unconditionally agrees that, during from and after the Voting Perioddate hereof and until this Agreement shall have been terminated in accordance with Article 4 hereof, the Stockholder shall (i) appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders stockholders of the Company Common Stockor IRT, properly however called, and in any action by consent of the stockholders of the Company or otherwise cause IRT upon which the Shares then beneficially owned by the Stockholder Merger and related proposals are to be counted as present thereat for purposes of establishing a quorumconsidered, and (ii) adopted or approved, such Stockholder will vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all ) such Stockholder's Shares) : (Aa) in favor of the approval and adoption and approval of the Merger Agreement and approval of Company Stockholder Approvals or the MergerIRT Shareholder Approval, not including any Material Adverse Amendment, as applicable; (Bb) against any action, proposal, agreement, transaction or agreement that matter that, if taken, executed or consummated by the Company, would result, or could reasonably be expected to result, in any material respect result in a breach of any covenant, obligation, agreement, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholders contained in this Agreement, ; and (Cc) against any proposal made in opposition action, proposal, agreement or transaction, including, but not limited to, any Acquisition Proposal, that, if taken, executed or consummated by the Company, could result in competition any of the conditions to IRT's obligations under the Merger Agreement not being fulfilled or that is intended, or could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or adversely affect the consummation of the Merger and or the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of Agreement or this Agreement, if the . Such Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit enter into any agreement, understanding or restrict arrangement with any actions taken by the person or entity to vote such Shares or give instructions in any manner inconsistent with this Section 1.1. Each Stockholder in his or her capacity as acknowledges receipt and review of a director or officer copy of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) Each of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder Stockholders hereby agrees to be counted as present thereat for purposes of establishing a quorum, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted) all of such Stockholder's Shares (and any and all securities issued or issuable in respect thereof) which such Stockholder is entitled to vote (or to provide his written consent thereto), at any annual, special or other meeting of the stockholders of Parent, and at any adjournment or adjournments thereof, or cause pursuant to any consent in lieu of a written consent to be provided with respect to all Shares) meeting or otherwise: (Ai) in favor of adoption the Merger and the approval of the issuance of Parent Common Stock in the Merger Agreement (the "Parent Proposal") and approval of the Merger, not including any Material Adverse Amendment, actions required in furtherance thereof; (Bii) against any action, proposal, transaction action or agreement that would result, or could is reasonably be expected likely to result, result in a breach in any material respect in a breach of any covenant, representation or warranty or any other obligation of Parent under this Agreement or agreement the Merger Agreement; and (iii) except for all such actions which may be permitted to Parent under Section 5.1(b) of the Company contained in the Merger Agreement, and against (A) any extraordinary corporate transaction, such as a merger, rights offering, reorganization, recapitalization or liquidation involving Parent or any of its subsidiaries other than the Merger, (B) a sale or transfer of a material amount of assets of Parent or any of its material subsidiaries or the issuance of any securities of Parent or any subsidiary, (C) against any proposal made change in opposition tothe Board of Directors of Parent other than in connection with an annual meeting of the shareholders of Parent with respect to the slate of directors proposed by the incumbent Board of Directors of Parent (in which case they agree to vote for the slate proposed by the incumbent Board) or (D) any action that is reasonably likely to materially impede, or in competition interfere with, consummation of delay, postpone or adversely affect in any material respect the Merger and the other transactions transaction contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).

Voting Agreement. Stockholder hereby agrees to (a) The Stockholder hereby irrevocably appear, or cause the holder of record on any applicable record date (the "Record Holder") to appear for the purpose of obtaining a quorum at any annual or special meeting of stockholders of the Company and unconditionally agrees that, during at any adjournment thereof at which matters relating to the Voting PeriodMerger, the Stockholder shall Merger Agreement or any transaction contemplated thereby are considered and (ib) appear (vote, or cause the Record Holder to vote, in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) , all of the holders shares of Company Common Stock, properly calledStock owned by Stockholder, or otherwise cause with respect to which such Stockholder has or shares voting power or control, and all of the Shares then beneficially owned shares of Company Stock which shall, or with respect to which voting power or control shall, hereafter be acquired by Stockholder (collectively, the "Shares") (i) in favor of the Merger, the Merger Agreement and the transactions contemplated by the Stockholder to be counted as present thereat for purposes of establishing a quorum, Merger Agreement and (ii) vote against any amendment of the Company's certificate of incorporation or provide a written consent with respect by-laws or other proposal or transaction involving the Company, which would be reasonably likely to all Shares (impede, frustrate, prevent or will cause all Shares to be votednullify the Merger, or cause a written consent to be provided with respect to all Shares) (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including Agreement or change in any Acquisition Proposalmanner the voting rights of any class of Company Stock. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director event written consents are solicited or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer otherwise sought from stockholders of the Company either (i) pursuant with respect to Applicable Law approval or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under adoption of the Merger Agreement (Agreement, with respect to the extent permitted approval of the Merger or required with respect to any of the other actions contemplated by the Merger Agreement), Stockholder shall (unless otherwise directed by Buyer) execute, or cause the Record Holder to execute, with respect to all Shares, a written consent or written consents to such proposed action.

Voting Agreement. Each Shareholder hereby agrees that, with respect to the CITATION Shareholders Meeting and any other meeting of CITATION shareholders or any action to be taken by written consent, the Shareholder shall: (a) The Stockholder hereby irrevocably and unconditionally agrees that, during appear in person or by proxy (or use its reasonable best efforts to cause the Voting Period, the Stockholder shall (i) holder of record on any applicable record date to appear (in person or by proxy) for the purpose of obtaining a quorum at the CITATION Shareholders Meeting and at any meeting adjournment or postponement thereof; (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, and (iib) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted) the Shares and the Other Securities (or, as applicable, shall execute or cause a written consent to be provided with executed written consents in respect to all Shares) (Aof the Shares and the Other Securities) in favor of the approval and adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the and, any other transactions or matters contemplated by the Merger Agreement, including and any Acquisition Proposal. In all other mattersactions required in furtherance thereof and hereof; and (c) not encourage any holder of securities of CITATION to vote against the approval and adoption of the Merger Agreement, the Shares shall be voted by and in the manner determined Merger or any other transactions or matters contemplated by the Stockholder. (b) Notwithstanding Merger Agreement, and not take any action, or permit any action to be taken, that would reasonably be expected to impede, interfere, or be inconsistent with, delay, postpone, discourage, disparage or otherwise adversely affect, the Merger Agreement, the Merger, this Agreement and any other provision transactions or matters contemplated by the Merger Agreement, or a Shareholder's obligations hereunder, including, but not limited to, the obligations of each Shareholder to vote for the approval and adoption of the Merger Agreement, the Merger and any other transactions or matters contemplated by the Merger Agreement, and to use its reasonable best efforts to consummate and make effective the transactions contemplated by this Agreement, if the Stockholder provided that nothing in this Section 1.1 shall limit any individual Shareholder who is a director of CITATION from exercising or officer performing any of the Company, it is expressly understood and agreed that this Agreement shall not limit such Shareholder's rights or restrict any actions taken by the Stockholder duties solely in his or her such Shareholder's capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)CITATION.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees thatShareholder, during the Voting Periodin his, the Stockholder shall (i) appear (in person her or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) its capacity as a shareholder of the holders Company, or as a representative with the authority to vote shares of Company Common Stock, properly calledhereby agrees that, from and after the date hereof until the Termination Time (as defined in Section 5.1 below), at any meeting (or otherwise cause any action by written consent in lieu of a meeting) of the Shares then beneficially owned by shareholders of the Stockholder Company called to be counted as present thereat for purposes vote upon the approval of establishing the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a quorum, and (ii) vote or provide a written consent other approval with respect to all Shares the Merger, the Merger Agreement and the transactions contemplated therein is sought, the Shareholder will vote (or will cause all Shares to be voted), at the time of such meeting or cause a written consent to be provided with respect to all adjournment, the Shareholder’s Shares) : (Ai) in favor of the approval and adoption and approval of the Merger Agreement and approval of the terms thereof, the Merger and all the transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger, not including any Material Adverse Amendment, ; and (Bii) against any action, proposalagreement, transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that would result, or could reasonably be expected to resultimpede, in any material respect in a breach of any covenantinterfere, representation delay, discourage or warranty or any other obligation or agreement of the Company contained in adversely affect the Merger Agreement, the Merger or this Agreement. Any vote by the Shareholder that is not in accordance with this Section 1.1 will be considered null and (C) against any proposal made void, and the provisions of Section 1.2 will be deemed to take immediate effect. Nothing in opposition to, this Agreement will be deemed to restrict or in competition with, consummation limit the right of the Merger and the other transactions contemplated by the Merger Agreement, including Shareholder or any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer affiliate of the CompanyShareholder to act in his, it is expressly understood and agreed that this Agreement shall not limit her or restrict any actions taken by the Stockholder in his or her its capacity as a an officer or director or officer of the Company either (i) pursuant to Applicable Law consistent with his, her or (ii) its fiduciary obligations in exercising such capacity or as the Company’s rights or fulfilling the Company’s obligations Shareholder is advised by counsel is required under the Merger Agreement (to the extent permitted or required by the Merger Agreement)applicable law.

Voting Agreement. (a) The From and after the date of this Agreement until the Termination Date, the Stockholder hereby irrevocably and unconditionally covenants and agrees that, during that at any meeting of the Voting Periodstockholders of Parent (whether annual or special) or at any adjournment or postponement thereof upon which a vote or other approval is sought, the Stockholder shall shall: (i) appear (in person or by proxy) at any such meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause all of the Stockholder’s Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes the purpose of establishing a quorum, quorum whether in person or by proxy; and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, in person or cause a written consent to be provided with respect to by proxy, all Shares) of the Shares (A) in favor of adoption and the approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions Share Issuance as contemplated by the Merger Agreement, including (B) in favor of any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director proposal to adjourn or officer postpone such meeting of the Company’s stockholders to a later date if there are not sufficient votes to approve the Share Issuance, it is expressly understood (C) against any Parent Acquisition Proposal or any other extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation or sale or transfer of all or substantially all of the assets or securities of Parent or any of its material Subsidiaries and agreed (D) against any other proposal, action or transaction that would reasonably be expected to materially impede, frustrate, prevent or nullify the Share Issuance or the Merger Agreement. Except as explicitly set forth in this Section 1.1, nothing in this Agreement shall not limit or restrict any actions taken by the right of the Stockholder to vote in his favor of, against or her capacity as abstain with respect to any other matters presented to Parent’s stockholders, and under no circumstance shall Stockholder be obligated to vote in favor of a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)Fundamental Amendment.

Voting Agreement. Each Shareholder agrees with, and covenants to, SBS as follows: (a) The Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, the Stockholder shall (i) appear (in person At each Seller Shareholders' Meeting or by proxy) at any meeting (whether annual adjournment thereof or special and whether in any other circumstances upon which a vote, consent or not an adjourned other approval will be held or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, and (ii) vote or provide a written consent solicited with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (A) in favor of adoption and approval any of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction or agreement that would result, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Reorganization Agreement, including any Acquisition Proposal. In all other mattersincluding, without limitation, the sale and the Liquidation, such Shareholder shall vote (or cause to be voted) or shall consent, execute a consent or cause to be executed a consent in respect of the Shares shall be voted by and in favor of each of the manner determined transactions contemplated by the StockholderReorganization Agreement. (b) Notwithstanding At any meeting of shareholders of the Company or at any adjournment thereof or in any other provision of this Agreementcircumstances upon which their vote, if consent or other approval is sought while the Stockholder Reorganization Agreement remains in effect, such Shareholder shall vote (or cause to be voted) the Shares against (i) any Acquisition Proposal or any action which is a director component of any Acquisition Proposal or officer would be a component of an Acquisition Proposal if it were contained in a proposal, or (ii) any other matter submitted to the shareholders of the Company, it is expressly understood and agreed that this Agreement shall not limit which matter would in any manner partially or restrict wholly prevent or materially impede, interfere with or delay any actions taken of the transactions contemplated by the Stockholder Reorganization Agreement, as determined in his or her capacity as a director or officer good faith by SBS (any of the Company either foregoing, a "Competing Proposal"). (ic) pursuant Each Shareholder represents and warrants to Applicable Law or (ii) the SBS that any proxies heretofore given in exercising respect of the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (Shares are not irrevocable, and that any such proxies are hereby revoked, to the extent permitted or required by the Merger in conflict with this Agreement).

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees thatUntil the Expiration Time, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) at any every meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders Company’s stockholders at which any of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder following matters are to be counted as present thereat for purposes of establishing a quorumvoted on (including any adjournment or postponement thereof) (including the Company Stockholders’ Meeting), and (ii) vote on any action or provide a approval of the Company’s stockholders by written consent with respect to any of the following matters, each Stockholder shall, prior to any such meeting vote (including via proxy) all of such Stockholder’s Covered Shares (or will cause the holder of record on any applicable record date to vote (including via proxy) all Shares to be voted, or cause a written consent to be provided with respect to all of such Stockholder’s Covered Shares) (Aa) in favor of adoption and approval of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement (including the Merger, not including any Material Adverse Amendment, ); and (Bb) against (i) any action, proposal, transaction or agreement that is intended to or would result, or could reasonably be expected to result, result in (1) any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, Agreement or (2) any of the conditions set forth in Section 6.01 or Section 6.02 of the Merger Agreement not being satisfied and (Cii) against any proposal made in opposition Takeover Proposal, or any agreement, transaction or other matter that is intended to, or in competition would reasonably be expected to prevent, impede, interfere with, delay, or otherwise adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other mattersAgreement (clauses (a) and (b), the Shares shall be voted by and “Covered Proposals”). Nothing contained in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit require any Stockholder (or restrict shall entitle any actions taken by proxy of any Stockholder) to convert, exercise or exchange any option, warrants or convertible securities in order to obtain any underlying shares of Company Common Stock. For the avoidance of doubt, the Stockholder shall retain at all times the right to vote the Stockholder’s Covered Shares in his the Stockholder’s sole discretion, and without any other limitation, on any matters other than those expressly set forth in this Section 3.1 that are at any time or her capacity as a director or officer from time to time presented for consideration to the stockholders of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)generally.

Voting Agreement. (a) The Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during if a ---------------- Trigger Date (as defined herein) occurs on or before December 31, 2002, in connection with the Voting PeriodAcquisition Transaction relating to the Trigger Date, the Stockholder he shall vote (i) appear (in person or by proxycause to be voted) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company the Common Stock, properly however called, or otherwise cause in connection with any written consent of the holders of the Common Stock, the Shares then beneficially held of record by him or with respect to which he has or shares the power to vote, whether now owned by the Stockholder to be counted or hereafter acquired, (i) in favor of approval of a Purchaser Transaction (as present thereat for purposes of establishing a quorum, defined herein) and any actions required in furtherance thereof and hereof; and (ii) vote or provide a written consent with respect except as otherwise agreed to all Shares (or will cause all Shares to be votedin writing in advance by Purchaser, or cause a written consent to be provided with respect to all Shares) against (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction action or agreement that would resultis intended, or could reasonably be expected expected, to resultimpede, in interfere with, delay, postpone, or materially adversely affect a Purchaser Transaction; (B) any material respect Competing Transaction; (C) any change in a breach majority of the persons who constitute the board of directors of the Company; or (D) any covenant, representation or warranty or any other obligation or agreement change in the capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws. Such Shareholder shall not enter into any agreement or understanding with any Person (as defined herein) the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 5. Notwithstanding the Merger Agreementforegoing, and (C) against the Shareholder shall have the right to vote at any proposal made in opposition to, or in competition with, consummation meeting of the Merger Board of Directors of the Company (or by written consent of the directors) in his capacity as a director of the Company in his sole discretion and to comply with his fiduciary duties as a director of the other transactions contemplated by the Merger Agreement, including any Acquisition ProposalCompany under applicable law. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision For purposes of this Agreement, if the Stockholder is a director or officer of following terms shall have the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).following respective meanings:

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees thatShareholder shall, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) at with respect to any ---------------- meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common StockShares (including, properly calledwithout limitation, the Company Shareholders Meeting), however such meeting is called and regardless of whether such meeting is a special or annual meeting of the shareholders of the Company (a "Meeting of Company Shareholders"), or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, and (ii) vote or provide a in connection with any written consent with respect to all Shares of the shareholders of the Company (or will cause all Shares to be voteda "Written Consent"), or cause a written consent to be provided with respect to all Shares) (A) take such actions as are necessary to vote or cause to be voted all of such Shareholder's Shares in favor of adoption the Merger, the execution and approval delivery by the Company of the Merger Agreement and the approval of the Mergerterms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions reasonably required in furtherance thereof and hereof (collectively, not including any Material Adverse Amendment, the "Merger Proposal") and (B) against not vote or cause or permit to be voted any action, proposal, transaction of such Shareholder's Shares in favor of any Takeover Proposal or any other action or agreement that would resultin any manner impede, frustrate, prevent or nullify any of the transactions contemplated by the Merger Agreement, including the Merger, or could reasonably be expected to result, in any material respect result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, and (C) against Agreement or which would result in any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of conditions to the Company, it is expressly understood and agreed that this Agreement shall not limit 's or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s FACO's obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)not being fulfilled.

Voting Agreement. The Stockholder hereby agrees to: (a) The Stockholder hereby irrevocably and unconditionally agrees thatappear, during or cause the Voting Periodholder of record on the applicable record date (the "Record Holder") to appear, at any annual or special meeting of stockholders of the Stockholder shall Company for the purpose of obtaining a quorum; (ib) appear (vote, or cause the Record Holder to vote, in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) , all of the holders shares of the Company Common Stock owned or with respect to which the Stockholder has or shares voting power and shares of Company Common Stock, properly calledStock which shall, or otherwise cause the Shares then beneficially owned with respect to which voting power shall, hereafter be acquired by the Stockholder to be counted as present thereat for purposes of establishing a quorum(collectively, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all the "Shares) (A") in favor of adoption and approval of the Merger, the Merger Agreement (as in effect on the date hereof) and approval of the Mergertransactions contemplated by the Merger Agreement; (c) vote, not including any Material Adverse Amendmentor cause the Record Holder to vote, (B) the Shares against any action, proposal, transaction proposal or agreement that would result, or could reasonably be expected to result, result in a breach in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, or which could reasonably be expected to result in any of the conditions to the Company's obligations under the Merger Agreement not being fulfilled; and (Cd) against any proposal made in opposition tovote, or cause the Record Holder to vote, such Shares against: (i) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, reorganization, recapitalization or liquidation involving the Company or any of its subsidiaries; and (ii) a sale or transfer of a material amount of the assets of the Company or any of its subsidiaries (each of the events described in competition with, consummation (i) and (ii) above as an "Alternative Transaction"). The Stockholder acknowledges receipt and review of a copy of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this AgreementArticle I, if the provisions of such Article I shall not prohibit or restrain the Stockholder is from complying with his fiduciary obligations as a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees thatShareholder, during the Voting Periodin his, the Stockholder shall (i) appear (in person her or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) its capacity as a shareholder of the holders Company, or as a representative with the authority to vote shares of Company Common Stock, properly calledhereby agrees that, from and after the date hereof until the Termination Time (as defined in Section 5.1 below), at any meeting (or otherwise cause any action by written consent in lieu of a meeting) of the Shares then beneficially owned by shareholders of the Stockholder Company called to be counted as present thereat for purposes vote upon the approval of establishing the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a quorum, and (ii) vote or provide a written consent other approval with respect to all Shares the Merger, the Merger Agreement and the transactions contemplated therein is sought, the Shareholder will vote (or will cause all Shares to be voted), at the time of such meeting or cause a written consent to be provided with respect to all adjournment, the Shareholder's Shares) : (Ai) in favor of the approval and adoption and approval of the Merger Agreement and approval of the terms thereof, the Merger and all the transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger, not including any Material Adverse Amendment, ; and (Bii) against any action, proposalagreement, transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that would result, or could reasonably be expected to resultimpede, in any material respect in a breach of any covenantinterfere, representation delay, discourage or warranty or any other obligation or agreement of the Company contained in adversely affect the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger or this Agreement. Any vote by the Shareholder that is not in accordance with this Section 1.1 will be considered null and void, and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposalprovisions of Section 1.2 will be deemed to take immediate effect. In all other matters, the Shares shall be voted by and Nothing in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not will be deemed to restrict or limit Shareholder's right to act in his, her or restrict any actions taken by the Stockholder in his or her its capacity as a an officer or director or officer of the Company either (i) pursuant to Applicable Law consistent with his, her or (ii) its fiduciary obligations in exercising the Company’s rights or fulfilling the Company’s obligations such capacity as permitted under the Merger Agreement (to or as the extent permitted or Shareholder is advised by counsel is required by the Merger Agreement)under applicable law.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees thatShareholder, during the Voting Periodin his, the Stockholder shall (i) appear (in person her or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) its capacity as a shareholder of the holders Company, or as a representative with the authority to vote shares of Company Common Stock, properly calledhereby agrees that, from and after the date hereof until the Termination Time (as defined in Section 5.1 below), at any meeting (or otherwise cause any action by written consent in lieu of a meeting) of the Shares then beneficially owned by shareholders of the Stockholder Company called to be counted as present thereat for purposes vote upon the approval of establishing the Merger, the Merger Agreement and the transactions contemplated therein or at any adjournment thereof or in any other circumstances upon which a quorum, and (ii) vote or provide a written consent other approval with respect to all Shares the Merger, the Merger Agreement and the transactions contemplated therein is sought, the Shareholder will vote (or will cause all Shares to be voted), at the time of such meeting or cause a written consent to be provided with respect to all adjournment, the Shareholder’s Shares) : (Ai) in favor of the approval and adoption and approval of the Merger Agreement and approval of the terms thereof, the Merger and all the transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger, not including any Material Adverse Amendment, ; and (Bii) against any action, proposalagreement, transaction (other than the Merger Agreement or agreement the transactions contemplated thereby) or proposal (including any Acquisition Proposal) that would result, or could reasonably be expected to resultimpede, in any material respect in a breach of any covenantinterfere, representation delay, discourage or warranty or any other obligation or agreement of the Company contained in adversely affect the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger or this Agreement. Any vote by the Shareholder that is not in accordance with this Section 1.1 will be considered null and void, and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposalprovisions of Section 1.2 will be deemed to take immediate effect. In all other matters, the Shares shall be voted by and Nothing in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not will be deemed to restrict or limit Shareholder’s right to act in his, her or restrict any actions taken by the Stockholder in his or her its capacity as a an officer or director or officer of the Company either (i) pursuant to Applicable Law consistent with his, her or (ii) its fiduciary obligations in exercising the Company’s rights or fulfilling the Company’s obligations such capacity as permitted under the Merger Agreement (to or as the extent permitted or Shareholder is advised by counsel is required by the Merger Agreement)under applicable law.

Voting Agreement. (a) The Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during from and after the Voting Perioddate hereof and until the earlier of (x) the Effective Time or (y) the termination of the Merger Agreement pursuant to its terms (such earlier date, the Stockholder shall (i) appear (in person or by proxy) “Termination Date”), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders shareholders of Company Common Stockthe Company, properly however called, or otherwise it will cause the Shares then such Shareholder beneficially owned by the Stockholder owns to be counted as present (or absent if requested by Parent or Merger Sub) thereat for purposes of establishing a quorumquorum and to vote or consent and that at any meeting of the shareholders of the Company, however called, and (ii) in any action by consent of the shareholders of the Company, such Shareholder shall vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to ) all Shares) of such Shareholder’s Shares (Aa) in favor of the approval and adoption of the Merger Agreement, the Merger and approval of all the transactions contemplated by the Merger Agreement and approval of this Agreement and otherwise in such manner as may be necessary to consummate the Merger, not including any Material Adverse Amendment, ; (Bb) against any action, proposal, agreement or transaction or agreement that would result, or could reasonably be expected to result, in any material respect result in a breach of any covenant, obligation, agreement, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Shareholder contained in the Merger this Agreement, ; and (Cc) against any action, agreement, transaction (other than the Merger Agreement or the transactions contemplated thereby) or proposal made (including any Takeover Proposal) that could reasonably be expected to result in opposition to, or in competition with, consummation any of the Merger and conditions to the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director Offer or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (not being fulfilled or that is intended, or could reasonably be expected, to the extent permitted impede, interfere with, delay, discourage or required by adversely affect the Merger Agreement), the Offer, the Merger or this Agreement. Any vote by such Shareholder that is not in accordance with this Section 2.01 shall be considered null and void, and the provisions of Section 2.02 shall be deemed to take immediate effect.

Voting Agreement. (a) The Stockholder hereby irrevocably and unconditionally agrees that, during From the Voting Period, date hereof until the Stockholder shall earlier of (i) appear the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), Director agrees that at any shareholder meeting of the Company to approve the Merger or any related transaction, or any adjournment or postponement thereof, the Director shall be present (in person or by proxy) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, properly called, or otherwise cause the Shares then beneficially owned by the Stockholder to be counted as present thereat for purposes of establishing a quorum, and (ii) shall vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted) all of his or her voting shares of capital stock of the Company entitled to vote at such meeting (together, or cause a written consent to be provided with respect to all “Owned Shares) ”): (Aa) in favor of adoption and approval of (1) the Merger Agreement and approval of the Merger, not including any Material Adverse Amendmenttransactions contemplated thereby, (B2) any other matter that is required to facilitate the transactions contemplated by the Merger Agreement and (3) any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes to approve the Merger Agreement; and (b) against any action, proposal, transaction action or agreement that would resultimpair the ability of Purchaser to complete the Merger, or could reasonably be expected to result, in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement the ability of the Company contained in to complete the Merger Agreement, and (C) against any proposal made in opposition toMerger, or in competition that would otherwise be inconsistent with, prevent, impede or delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; provided, including any Acquisition Proposal. In all other matters, that the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder foregoing applies solely to Director in his or her capacity as a director shareholder and nothing in this Agreement shall prevent Director from discharging his or officer her fiduciary duties with respect to his or her role on the board of directors of the Company either Company. Director covenants and agrees that, except for this Agreement, he or she (ia) pursuant to Applicable Law has not entered into, and shall not enter during the Support Period any voting agreement or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (voting trust with respect to the extent permitted Owned Shares and (b) has not granted, and shall not grant during the Support Period a proxy, consent or required by power of attorney with respect to the Merger Owned Shares except any proxy to carry out the intent of this Agreement).

Voting Agreement. (a) The Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during if a Trigger ---------------- Date (as defined herein) occurs on or before December 31, 2002, in connection with the Voting PeriodAcquisition Transaction relating to the Trigger Date, the Stockholder he shall vote (i) appear (in person or by proxycause to be voted) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company the Common Stock, properly however called, or otherwise cause in connection with any written consent of the holders of the Common Stock, the Shares then beneficially held of record by him or with respect to which he has or shares the power to vote, whether now owned by the Stockholder to be counted or hereafter acquired, (i) in favor of approval of a Purchaser Transaction (as present thereat for purposes of establishing a quorumdefined herein) and any actions required in furtherance thereof and hereof, and (ii) vote or provide a written consent with respect except as otherwise agreed to all Shares (or will cause all Shares to be votedin writing in advance by Purchaser, or cause a written consent to be provided with respect to all Shares) against (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction action or agreement that would resultis intended, or could reasonably be expected expected, to resultimpede, in interfere with, delay, postpone, or materially adversely affect a Purchaser Transaction; (B) any material respect Competing Transaction; (C) any change in a breach majority of the persons who constitute the board of directors of the Company; or (D) any covenant, representation or warranty or any other obligation or agreement change in the capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws. Such Shareholder shall not enter into any agreement or understanding with any Person (as defined herein) the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 5. Notwithstanding the Merger Agreementforegoing, and (C) against the Shareholder shall have the right to vote at any proposal made in opposition to, or in competition with, consummation meeting of the Merger Board of Directors of the Company (or by written consent of the directors) in his capacity as a director of the Company in his sole discretion and to comply with his fiduciary duties as a director of the other transactions contemplated by the Merger Agreement, including any Acquisition ProposalCompany under applicable law. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision For purposes of this Agreement, if the Stockholder is a director or officer of following terms shall have the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).following respective meanings:

Voting Agreement. (a) The Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during if a Trigger Date (as defined herein) occurs on or before December 31, 2002, in connection with the Voting PeriodAcquisition Transaction relating to the Trigger Date, the Stockholder he shall vote (i) appear (in person or by proxycause to be voted) at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company the Common Stock, properly however called, or otherwise cause in connection with any written consent of the holders of the Common Stock, the Shares then beneficially held of record by him or with respect to which he has or shares the power to vote, whether now owned by the Stockholder to be counted or hereafter acquired, (i) in favor of approval of a Purchaser Transaction (as present thereat for purposes of establishing a quorum, defined herein) and any actions required in furtherance thereof and hereof; and (ii) vote or provide a written consent with respect except as otherwise agreed to all Shares (or will cause all Shares to be votedin writing in advance by Purchaser, or cause a written consent to be provided with respect to all Shares) against (A) in favor of adoption and approval of the Merger Agreement and approval of the Merger, not including any Material Adverse Amendment, (B) against any action, proposal, transaction action or agreement that would resultis intended, or could reasonably be expected expected, to resultimpede, in interfere with, delay, postpone, or materially adversely affect a Purchaser Transaction; (B) any material respect Competing Transaction; (C) any change in a breach majority of the persons who constitute the board of directors of the Company; or (D) any covenant, representation or warranty or any other obligation or agreement change in the capitalization of the Company or any amendment of the Company's Certificate of Incorporation or Bylaws. Such Shareholder shall not enter into any agreement or understanding with any Person (as defined herein) the effect of which would be inconsistent with or violate the provisions and agreements contained in this Section 5. Notwithstanding the Merger Agreementforegoing, and (C) against the Shareholder shall have the right to vote at any proposal made in opposition to, or in competition with, consummation meeting of the Merger Board of Directors of the Company (or by written consent of the directors) in his capacity as a director of the Company in his sole discretion and to comply with his fiduciary duties as a director of the other transactions contemplated by the Merger Agreement, including any Acquisition ProposalCompany under applicable law. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision For purposes of this Agreement, if the Stockholder is a director or officer of following terms shall have the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement).following respective meanings:

Voting Agreement. (aSubject to the provisions of Section 3(a) The below, each Stockholder holding Parent Common Stock hereby irrevocably and unconditionally agrees that, during the Voting Period, the Stockholder shall (i) appear (in person or by proxy) that at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Parent Common Stock, properly however called, or otherwise in connection with any written consent of the holders of Parent Common Stock, such Stockholders shall vote (in the case of Shares which the Stockholder has exclusive voting and dispositive power) or cause to be voted (in the case of Shares which the Stockholder Beneficially Owns but for which the Stockholder does not have exclusive voting and dispositive power) the Shares then beneficially held of record or Beneficially Owned by such Stockholder, whether heretofore owned by the Stockholder to be counted as present thereat for purposes of establishing a quorumor hereafter acquired, and (ii) vote or provide a written consent with respect to all Shares (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (Ai) in favor of adoption and approval of the Merger Agreement and approval of any actions required in furtherance thereof and hereof; and (ii) except as permitted by the Merger, not including any Material Adverse Amendment, (B) Merger Agreement or as otherwise agreed to in writing in advance by the Company against any action, proposal, transaction action or agreement that would result, or could reasonably be expected to result, in any material respect result in a breach in respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, and (C) against any proposal made in opposition to, or in competition with, consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of this Agreement, if the Stockholder is a director or officer of the Company, it is expressly understood and agreed that this Agreement shall not limit or restrict any actions taken by the Stockholder in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations Parent under the Merger Agreement (after giving effect to any materiality or similar qualifications contained therein). Such Stockholder shall not enter into any written agreement with any Person the extent permitted effect of which would be inconsistent or required by violative of the Merger provisions and agreements contained in this Section 1(b) of this Agreement. For purposes of this Agreement, "Beneficially Own" or "Beneficial Ownership" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), including pursuant to any written agreement or arrangement.

Voting Agreement. (a) The Stockholder Shareholder hereby irrevocably and unconditionally agrees that, that during the Voting Periodterm of this Agreement as specified in Section 3.2 below, at any meeting of the shareholders of the Company, however called, or any adjournment thereof, in which the Shareholder is entitled to vote, consent or give any other approval, the Stockholder shall Shareholder shall: (ia) appear (at each such meeting in person or by proxy; and (b) at any meeting vote (whether annual or special and whether cause to be voted), in person or not an adjourned or postponed meeting) by proxy, all of the holders of Company Common Stock, properly called, or otherwise cause the Shares then that are beneficially owned by the Stockholder Shareholder or as to be counted as present thereat for purposes of establishing a quorumwhich the Shareholder has, and (ii) directly or indirectly, the sole right to vote or provide a written consent with respect to all Shares direct the voting, (or will cause all Shares to be voted, or cause a written consent to be provided with respect to all Shares) (Ai) in favor of the adoption and approval of the Merger Agreement and approval the transactions contemplated thereby (including any amendments or modifications of the Mergerterms thereof approved by the board of directors of the Company and adopted in accordance with the terms thereof); (ii) in favor of any proposal to adjourn or postpone such meeting, not including any Material Adverse Amendmentif necessary, to solicit additional proxies to approve the Merger Agreement; (Biii) against any action, proposal, transaction action or agreement that would result, or could is reasonably be expected likely to result, result in a breach in any material respect in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement or of the Shareholder under this Agreement, ; and (Civ) against any proposal made in opposition toAcquisition Proposal or any other action, agreement or transaction that is intended, or in competition could reasonably be expected, to impede, interfere or be inconsistent with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including any Acquisition Proposal. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder. (b) Notwithstanding any other provision of Agreement or this Agreement. The Shareholder further agrees not to vote or execute any written consent to rescind or amend in any manner any prior vote or written consent, if the Stockholder is as a director or officer shareholder of the Company, it is expressly understood and agreed that to approve or adopt the Merger Agreement unless this Agreement shall not limit or restrict any actions taken by the Stockholder have been terminated in his or her capacity as a director or officer of the Company either (i) pursuant to Applicable Law or (ii) in exercising the Company’s rights or fulfilling the Company’s obligations under the Merger Agreement (to the extent permitted or required by the Merger Agreement)accordance with Section 3.2 below.