(d) “***Subject Securities***” shall mean: (i) all securities of the Company (including all sharesof Company Common Stock and all options, warrants and other rights to acquire shares of CompanyCommon Stock) Owned by Shareholder as of the date of this Support Agreement; and (ii) alladditional securities of the Company (including all additional shares of Company Common Stock andall additional options, warrants and other rights to acquire shares of Company Common Stock) ofwhich Shareholder acquires Ownership during the period from the date of this Support Agreementthrough the Proxy Expiration Date.     (e) ***“Support Period”***shall mean the period commencing on (and including) the date of thisSupport Agreement and ending on (and including) the Proxy Expiration Date.     (f) A Person shall be deemed to have a effected a “***Transfer***” of a security if such Persondirectly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfersor disposes of such security or any interest in such security to any Person other than Parent; (ii)enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbranceof, grant of an option with respect to, transfer of or disposition of such security or any interesttherein to any Person other than Parent; or (iii) reduces such Person’s beneficial ownership of,interest in or risk relating to such security.**SECTION2. TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS**     **2.1 Restriction on Transfer of Subject Securities.**Subject to Section 2.3, during the SupportPeriod, Shareholder shall not, directly or indirectly, cause or permit any Transfer of any of theSubject Securities to be effected. Without limiting the generality of the foregoing, during theSupport Period, Shareholder shall not tender, agree to tender or permit to be tendered any of theSubject Securities in response to or otherwise in connection with any tender or exchange offer.     **2.2 Restriction on Transfer of Voting Rights.**During the Support Period, Shareholder shallensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxyis granted (other than the Proxy (as defined below), and no voting agreement or similar agreementis entered into, with respect to any of the Subject Securities.     **2.3 Permitted Transfers.**Section 2.1 shall not prohibit a transfer of Subject Securities byShareholder: (a) if Shareholder is an individual (i) to any member of Shareholder’s immediatefamily, or to a trust for the benefit of Shareholder or any member of Shareholder’s immediatefamily, or (ii) upon the death of Shareholder; or (b) if Shareholder is a partnership or limitedliability company, to one or more partners or members of Shareholder or to an affiliatedcorporation under common control with Shareholder; *provided*, *however*, that a transfer referred toin this sentence shall be permitted only if, as a precondition to such transfer, the transfereeagrees in a written document, reasonably satisfactory in form and substance to Parent, to be boundby all of the terms of this Support Agreement.**SECTION3. VOTING OF SHARES**     **3.1 Voting Covenant.**Shareholder hereby agrees that, during the Support Period, at any meetingof the shareholders of the Company, however called, and in any written action by consent ofshareholders of the Company, unless otherwise directed in writing by Parent, Shareholder shallcause the Subject Securities to be voted:     (a) in favor of (i) the Merger, the execution and delivery by the Company of the MergerAgreement and the adoption and approval of the Merger Agreement and the terms thereof, (ii) each ofthe
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other actions contemplated by the Merger Agreement and (iii) any action in furtherance of anyof the foregoing;     (b) against any action or agreement that would result in a breach of any representation,warranty, covenant or obligation of the Company in the Merger Agreement; and     (c) against the following actions (other than the Merger and the transactions contemplated bythe Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidationor other business combination involving the Company or any other Acquired Corporation; (ii) anysale, lease, sublease, license, sublicense or transfer of a material portion of the rights or otherassets of the Company or any other Acquired Corporation; (iii) any reorganization,recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company: (iv)any change in a majority of the board of directors of the Company; (v) any amendment to theCompany’s certificate of incorporation or bylaws; (vi) any material change in the capitalization ofthe Company or the Company’s corporate structure; and (vii) any other action which is intended, orcould reasonably be expected, to impede, interfere with, delay, postpone, discourage or adverselyaffect the Merger or any of the other transactions contemplated by the Merger Agreement or thisSupport Agreement.During the Support Period, Shareholder shall not enter into any agreement or understanding with anyPerson to vote or give instructions in any manner inconsistent with clause “(a)”, clause “(b)” orclause “(c)” of the preceding sentence.     **3.2 Proxy; Further Assurances.**     (a) Contemporaneously with the execution of this Support Agreement: (i) Shareholder shalldeliver to Parent a proxy in the form attached to this Support Agreement as Exhibit A, which shallbe irrevocable (at all times prior to the Proxy Expiration Date) to the fullest extent permitted bylaw with respect to the shares referred to therein (the “Proxy”); and (ii) Shareholdershall cause to be delivered to Parent an additional proxy (in the form attached hereto as ExhibitA) executed on behalf of the record owner of any outstanding shares of Company Common Stock thatare owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act), but not ofrecord, by Shareholder. The Proxy shall expire and be of no further force or effect upon the ProxyExpiration Date. It is agreed that Parent will only vote the shares of Company Common Stocksubject to the Proxy with respect to the matters specified in, and in accordance with theprovisions of, Section 3.1 hereof.     (b) During the Support Period, sShareholder shall, at Shareholder’s own reasonable expense,perform such further acts and execute such further proxies and other documents and instruments asmay reasonably be required to vest in Parent the power to carry out and give effect to theprovisions of this Support Agreement.     (c) During the Support Period, Shareholder shall not enter into any tender, voting or othersuch agreement, or grant a proxy or power of attorney, with respect to any of the SubjectSecurities that is inconsistent with this Support Agreement or otherwise take any other action withrespect to any of the Subject Securities that would in any way restrict, limit or interfere withthe performance of any of Shareholder’s obligations hereunder or any of the actions contemplatedhereby.
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**SECTION4. WAIVER OF APPRAISAL RIGHTS**     Shareholder hereby irrevocably and unconditionally waives, and agrees to cause to be waivedand to prevent the exercise of, any rights of appraisal, any dissenters’ rights and any similarrights relating to the Merger or any related transaction involving Parent that Shareholder or anyother Person may have by virtue of, or with respect to, any shares of Company Common Stock Owned byShareholder.**SECTION 5. CERTAIN COVENANTS**     Shareholder agrees that, during the Support Period, Shareholder shall not directly orindirectly, and shall ensure that each of Shareholder’s Representatives (as defined in the MergerAgreement) does not directly or indirectly:     (a) solicit, initiate, encourage, assist, induce or facilitate the making, submission orannouncement of any Acquisition Proposal or Acquisition Inquiry or take any action that couldreasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry;     (b) furnish or otherwise provide access to any information regarding any of the AcquiredCorporations to any Person in connection with or in response to an Acquisition Proposal orAcquisition Inquiry;     (c) engage in discussions or negotiations with any Person with respect to any AcquisitionProposal or Acquisition Inquiry;     (d) make any disclosure or communication to any Person (other than Shareholder or anyRepresentative of Shareholder) regarding the Merger, any of the other Contemplated Transactions,this Support Agreement, the Merger Agreement or any Acquisition Proposal or Acquisition Inquiry(without Parent’s prior written approval) unless (A) (i) Shareholder shall have been advised byShareholder’s outside legal counsel that such disclosure or communication is required by applicablelaw and (ii) prior to making such disclosure or communication, Shareholder shall have providedParent with reasonable (and in no event less than 48 hours’) advance written notice ofShareholder’s intent to make such disclosure or communication, the content of such disclosure orcommunication and the identities of the Persons to which such disclosure or communication isintended to be made, or (B) such disclosure or communication contains only publicly availableinformation;     (e) support, endorse, approve, adopt or accept any Acquisition Proposal, or enter into anyletter of intent, memorandum of understanding, agreement in principle or Contract constituting orrelating directly or indirectly to any Acquisition Proposal or Acquisition Transaction;     (f) take any action that could result in the revocation or invalidation of the Proxy or thatis reasonably determined by Parent to suggest that Shareholder no longer supports the Merger; or     (g) agree or publicly propose to take any of the actions referred to in this Section 5 orotherwise prohibited by this Support Agreement.Shareholder shall immediately cease and discontinue any existing discussions with any Person thatrelated to any Acquisition Proposal or Acquisition Inquiry.
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**SECTION6. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER**     Shareholder hereby represents and warrants to Parent as follows:     **6.1 Authorization, etc.**Shareholder has the absolute and unrestricted right, power, authorityand capacity to execute and deliver this Support Agreement and the Proxy and to performShareholder’s obligations hereunder and thereunder. This Support Agreement and the Proxy have beenduly authorized, executed and delivered by Shareholder and constitute legal, valid and bindingobligations of Shareholder, enforceable against Shareholder in accordance with their terms, subjectto (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors,and (ii) rules of law governing specific performance, injunctive relief and other equitableremedies. If Shareholder is a corporation, then Shareholder is a corporation duly organized,validly existing and in good standing under the laws of the jurisdiction in which it was organized.If Shareholder is a general or limited partnership, then Shareholder is a partnership dulyorganized, validly existing and in good standing under the laws of the jurisdiction in which it wasorganized. Shareholder and its Representatives have reviewed and understand the terms of thisSupport Agreement, and Shareholder has consulted and relied upon Shareholder’s counsel inconnection with this Support Agreement.     **6.2 No Conflicts or Consents.**     (a) The execution and delivery of this Support Agreement and the Proxy by Shareholder do not,and the performance of this Support Agreement and the Proxy by Shareholder will not: (i) conflictwith or violate any law, rule, regulation, order, decree or judgment applicable to Shareholder orby which Shareholder or any of Shareholder’s properties is or may be bound or affected; or (ii)result in or constitute (with or without notice or lapse of time) any breach of or default under,or give to any other Person (with or without notice or lapse of time) any right of termination,amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) inthe creation of any encumbrance or restriction on any of the Subject Securities pursuant to, anyContract to which Shareholder is a party or by which Shareholder or any of Shareholder’s Affiliatesor properties is or may be bound or affected.     (b) The execution and delivery of this Support Agreement and the Proxy by Shareholder do not,and the performance of this Support Agreement and the Proxy by Shareholder will not, require anyconsent or approval of any Person. The execution and delivery of any additional proxy pursuant toSection 3.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficiallybut not of record by Shareholder do not, and the performance of any such additional proxy will not,require any consent or approval of any Person. No consent of, or registration, declaration orfiling with, any Governmental Body is required to be obtained or made by or with respect toShareholder in connection with the execution, delivery or performance of this Support Agreement orthe consummation of the transactions contemplated hereby, other than such reports under Sections13(d), 14 and 16 of the Exchange Act as may be required in connection with this Support Agreement.     **6.3 Title to Securities.**As of the date of this Support Agreement: (a) Shareholder holds ofrecord (free and clear of any encumbrances or restrictions) the number of outstanding shares ofCompany Common Stock set forth under the heading “Shares Held of Record” on the signature pagehereof; (b) Shareholder holds (free and clear of any Encumbrances) the options, warrants and otherrights to acquire shares of Company Common Stock set forth under the heading “Options and OtherRights” on the signature page hereof; (c) Shareholder Owns the additional securities of the Companyset forth under the heading “Additional Securities Beneficially Owned” on the signature pagehereof; and (d) Shareholder does not directly or indirectly Own any shares of capital stock orother securities of the Company, or any option, warrant or other right to acquire (by purchase,conversion or otherwise) any shares of capital stock
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or other securities of the Company, other than the shares and options, warrants and otherrights set forth on the signature page hereof.     **6.4 Accuracy of Representations.**The representations and warranties of Shareholder containedin this Support Agreement are accurate and complete in all respects as of the date of this SupportAgreement, and will be accurate in all respects at all times through and including the ProxyExpiration Date as if made as of any such time or date.     **6.5 Brokers.**No financial advisor, investment banker, broker, finder, agent or other Personis entitled to any financial advisor’s, investment banking, brokerage, finder’s or other fee orcommission in connection with the transactions contemplated by this Support Agreement based uponarrangements made by or on behalf of Shareholder.     **6.6 Merger Agreement.**Shareholder understands and acknowledges that Parent is entering intothe Merger Agreement in reliance upon Shareholder’s execution and delivery of this SupportAgreement.**SECTION7. REPRESENTATIONS AND WARRANTIES OF PARENT**     Parent hereby represents and warrants to Shareholder as follows:     **7.1 Authorization, etc.**This Support Agreement has been duly authorized, executed anddelivered by Parent and constitutes the legal, valid and binding obligation of Parent, enforceableagainst Parent in accordance with its terms, subject to (i) laws of general application relating tobankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specificperformance, injunctive relief and other equitable remedies. Parent is a corporation dulyorganized, validly existing and in good standing under the laws of the jurisdiction in which it wasorganized.     **7.2 No Conflicts or Consents.**     (a) The execution and delivery of this Support Agreement by Parent does not, and theperformance of this Support Agreement by Parent will not conflict with or violate any law, rule,regulation, order, decree or judgment applicable to Parent or by which Parent or any of Parent’sproperties is or may be bound or affected.     (b) The execution and delivery of this Support Agreement by Parent does not, and theperformance of this Support Agreement by Parent will not, require any consent or approval of anyPerson. No consent of, or registration, declaration or filing with, any Governmental Body isrequired to be obtained or made by or with respect to Parent in connection with the execution,delivery or performance of this Support Agreement or the consummation of the transactionscontemplated hereby other than such reports under Section 13(d), 14 and 16 of the Exchange Act asmay be required in connection with the Support Agreement.     **7.3 Accuracy of Representations.**The representations and warranties of Parent contained inthis Support Agreement are accurate and complete in all respects as of the date of this SupportAgreement, and will be accurate in all respects at all times through and including the ProxyExpiration Date as if made as of any such time or date.
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**SECTION8. ADDITIONAL COVENANTS OF SHAREHOLDER**     **8.1 Shareholder Information.**Shareholder hereby agrees to permit the Company, Parent andMerger Sub to publish and disclose in the Proxy Statement Shareholder’s identity and ownership ofshares of Company Common Stock and the nature of Shareholder’s commitments, arrangements andunderstandings under this Support Agreement.     **8.2 Stop Transfer Instructions.**If requested by Parent, Shareholder shall cause the Companyto issue appropriate “stop transfer” instructions to the Company’s transfer agent to ensurecompliance with the restrictions contained in Section 2 hereof.**SECTION9. MISCELLANEOUS**     **9.1 Survival of Representations, Warranties and Agreements.**Except as otherwise providedherein, all representations, warranties, covenants and agreements made by Shareholder or Parent inthis Support Agreement, and Parent’s and Shareholder’s respective rights and remedies with respectthereto, shall survive the Proxy Expiration Date.     **9.2 Expenses.**All costs and expenses incurred in connection with the transactions contemplatedby this Support Agreement shall be paid by the party incurring such costs and expenses.     **9.3 Notices.**Each notice, request, demand or other communication under this Support Agreementshall be in writing and shall be deemed to have been duly given, delivered or made as follows: (a)if delivered by hand, when delivered; (b) if sent on a business day by email before 5:00 p.m.(Georgia time) on the day sent by email and receipt is confirmed, when transmitted; (c) if sent byemail on a day other than a business day and receipt is confirmed, or if sent by email after 5:00p.m. (Georgia time) on the day sent by email and receipt is confirmed, on the business dayfollowing the date on which receipt is confirmed; (d) if sent by registered, certified or firstclass mail, the third business day after being sent; and (e) if sent by overnight delivery via anational courier service, two business days after being delivered to such courier, in each case tothe address or email set forth beneath the name of such party below (or to such other address oremail as such party shall have specified in a written notice given to the other parties hereto):     if to Shareholder:at the address set forth on the signature page hereof;     and if to Parent:Scientific Conservation, Inc.