cxdo_ex101





 







Exhibit 10.1

 



VOTING AND SUPPORT AGREEMENT

 


This
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 5,
2021, is entered into by and between the undersigned stockholders
(each, a “Stockholder” and collectively,
“Stockholders”)
of NetSapiens, Inc., a Delaware corporation (the
“Company”), and
Crexendo, Inc., a Nevada corporation (“Parent”). Parent and the
Stockholders are each sometimes referred to herein individually as
a “Party” and
collectively as the “Parties.”

 


WHEREAS,
concurrently with the execution of this Agreement, the Company,
Parent, Crexendo Merger Sub, Inc., a Delaware corporation and a
direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Crexendo Merger
Sub, LLC, a Delaware limited liability company and a direct,
wholly-owned subsidiary of Parent (“Merger Sub II” and, together with
Merger Sub I, the “Merger
Subs”) and David Wang, as Stockholder Representative
therein, have entered into an Agreement and Plan of Merger and
Reorganization (as the same may be amended from time to time, the
“Merger
Agreement”), providing for, among other things, a
statutory merger of Merger Sub I with and into the Company (the
“First Merger”),
and, as part of the same overall transaction, the Surviving
Corporation in the First Merger would merge with and into Merger
Sub II (the “Second
Merger,” and together with the First Merger, the
“Mergers”)
pursuant to the terms and conditions of the Merger
Agreement;

 


WHEREAS, in order
to induce Parent to enter into the Merger Agreement, each
Stockholder is willing to make certain representations, warranties,
covenants, and agreements as set forth in this Agreement with
respect to the shares of common stock, par value $0.001 per share,
of the Company (“Company
Common Stock”) Beneficially Owned (as defined below)
by such Stockholder and set forth on Schedule 1 attached hereto
(the “Original
Shares” and, together with any additional shares of
Company Common Stock pursuant to Section 6 hereof,
the “Shares”);
and

 


WHEREAS, the Board
of Directors of the Company has approved this Agreement and the
execution, delivery and performance thereof by the parties
hereto;

 


WHEREAS, obtaining
the Company Stockholder Approval is a condition precedent to the
consummation of the Mergers;

 


WHEREAS, as a
condition to its willingness to enter into the Merger Agreement,
Parent has required that each Stockholder, and each Stockholder has
agreed to, execute and deliver this Agreement.

 


NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants, and agreements set forth
below and for other good and valuable consideration, the receipt,
sufficiency, and adequacy of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, do hereby agree as
follows:

 



 

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1.           Definitions.

 


For
purposes of this Agreement, capitalized terms used and not
otherwise defined herein shall have the respective meanings
ascribed to such terms in the Merger Agreement. When used in this
Agreement, the following terms in all of their tenses, cases, and
correlative forms shall have the meanings assigned to them in this
Section 1.

 


(a)           “Beneficially
Own” or “Beneficial Ownership” has the
meaning assigned to such term in Rule 13d-3 under the Exchange Act,
and a Person’s beneficial ownership of securities shall be
calculated in accordance with the provisions of such rule (in each
case, irrespective of whether or not such rule is actually
applicable in such circumstance). For the avoidance of doubt,
“Beneficially Own” and “Beneficial
Ownership” shall also include record ownership of
securities.

 


(b)           “Beneficial
Owner” shall mean the Person who Beneficially Owns the
referenced securities.

 


2.           Representations
of Stockholders.

 


Each
Stockholder represents and warrants to Parent, solely with respect
to such Stockholder, that:

 


(a)           Ownership
of Shares. Stockholder: (i) is the Beneficial Owner of all
of the Original Shares free and clear of any proxy, voting
restriction, adverse claim, or other Liens, other than those
created by this Agreement or under applicable federal or state
securities laws; and (ii) has the sole voting power over all of the
Original Shares. Except pursuant to this Agreement, there are no
options, warrants, or other rights, agreements, arrangements, or
commitments of any character to which Stockholder is a party
relating to the pledge, disposition, or voting of any of the
Original Shares and there are no voting trusts or voting agreements
with respect to the Original Shares.

 


(b)           Disclosure
of All Shares Owned. Stockholder does not Beneficially Own
any shares of Company Common Stock other than: (i) the Original
Shares; and (ii) any options, warrants, or other rights to acquire
any additional shares of Company Common Stock or any security
exercisable for or convertible into shares of Company Common Stock,
set forth on the signature page of this Agreement (collectively,
“Options”).

 


(c)           Power
and Authority; Binding Agreement. Stockholder has the
requisite power and authority and legal capacity to enter into,
execute, and deliver this Agreement and to perform fully
Stockholder’s obligations hereunder (including the proxy
described in Section 3(b) below)). This Agreement has been duly and
validly executed and delivered by Stockholder and constitutes the
legal, valid, and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms except as may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors’ rights
generally or rules of law governing specific performance,
injunctive relief, other equitable remedies and other general
principles of equity.

 



 

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(d)           No
Conflict. The execution and delivery of this Agreement by
Stockholder does not, and the consummation of the transactions
contemplated hereby and the compliance with the provisions hereof
will not, conflict with or violate any law applicable to
Stockholder or result in any breach of or violation of, or
constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights
of termination, amendment, acceleration, or cancellation of, or
result in the creation of any Lien on any of the Shares pursuant
to, any agreement or other instrument or obligation binding upon
Stockholder or any of the Shares.

 


(e)           No
Consents. No consent, approval, Order, or authorization of,
or, except for any filings required under the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, registration, declaration, or filing with, any
Governmental Entity or any other Person on the part of Stockholder
is required in connection with the valid execution and delivery of
this Agreement. No consent of Stockholder’s spouse is
necessary under any “community property” or other laws
in order for Stockholder to enter into and perform its obligations
under this Agreement or, if required, such consent has been
obtained and is evidenced by a signed copy of the Consent of Spouse
on the form attached hereto as Exhibit A delivered to Parent
prior to or at the time of signing this Agreement;

 


(f)           No
Litigation. There is no action, suit, investigation, or
proceeding (whether judicial, arbitral, administrative, or other)
(each an “Action”) pending against, or, to
the knowledge of Stockholder, threatened against or affecting,
Stockholder that would reasonably be expected to materially impair
or materially adversely affect the ability of Stockholder to
perform Stockholder’s obligations hereunder or to consummate
the transactions contemplated by this Agreement on a timely
basis.

 


(g)           Independent
Advice. Stockholder has carefully reviewed the Merger
Agreement, the other documentation relating to the Mergers and
other transactions contemplated in the Merger Agreement referred to
therein and this Agreement, and has had an opportunity to discuss
the Merger Agreement, such other documentation and this Agreement
with an attorney of his, her or its own choosing.

 


3.           Agreement
to Vote Shares; Irrevocable Proxy.

 



(a)           Agreement
to Vote and Approve. Each Stockholder irrevocably and
unconditionally agrees during the term of this Agreement, at any
annual or special meeting of the Company called with respect to the
following matters, and at every adjournment or postponement
thereof, and on every action or approval by written consent or
consents of the Company stockholders with respect to any of the
following matters, to vote or cause the holder of record to vote
the Shares: (i) in favor of (1) the Merger Agreement and the
Mergers and the other transactions contemplated by the Merger
Agreement, and (2) any proposal to adjourn or postpone such meeting
of stockholders of the Company to a later date if there are not
sufficient votes to approve the Mergers; and (ii) against (1) any
Acquisition Proposal, Company Acquisition Agreement, or any of the
transactions contemplated thereby, (2) any action, proposal,
transaction, or agreement which would reasonably be expected to
result in a breach of any covenant, representation or warranty, or
any other obligation or agreement of the Company under the Merger
Agreement or of Stockholder under this Agreement, and (3) any
action, proposal, transaction, or agreement that would reasonably
be expected to impede, interfere with, delay, discourage, adversely
affect, or inhibit the consummation of the Mergers or the
fulfillment of Parent’s, the Company’s, the Stockholder
Representative’s or the Merger Subs’ conditions under
the Merger Agreement or change in any manner the voting rights of
any class of shares of the Company (including any amendments to the
Company’s Charter Documents).

 



 

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(b)           Proxy.
Each Stockholder hereby appoints Parent and any designee of Parent,
and each of them individually, until the Expiration Time (as
defined below) (at which time this proxy shall automatically be
revoked), its proxies and attorneys-in-fact, with full power of
substitution and resubstitution, to vote or act by written consent
during the term of this Agreement with respect to the Shares in
accordance with Section 3(a). This proxy and power of attorney is
given to secure the performance of the duties of the Stockholder
under this Agreement. Each Stockholder shall take such further
action or execute such other instruments as may be necessary to
effectuate the intent of this proxy. This proxy and power of
attorney granted by the Stockholder shall be irrevocable during
until the Expiration Time, shall be deemed to be coupled with an
interest sufficient in law to support an irrevocable proxy, and
shall revoke any and all prior proxies granted by the Stockholder
with respect to the Shares. The power of attorney granted by each
Stockholder herein is a durable power of attorney and shall survive
the bankruptcy, death, or incapacity of Stockholder. The proxy and
power of attorney granted hereunder shall terminate at the
Expiration Time.

 


4.           No
Voting Trusts or Other Arrangement.

 


Each
Stockholder agrees that during the term of this Agreement, the
Stockholder will not, and will not permit any entity under
Stockholder’s control to, deposit any of the Shares in a
voting trust, grant any proxies with respect to the Shares, or
subject any of the Shares to any arrangement with respect to the
voting of the Shares other than agreements entered into with
Parent.

 



5.           Transfer
and Encumbrance.

 


Each
Stockholder agrees that during the term of this Agreement,
Stockholder will not, directly or indirectly, transfer, sell,
offer, exchange, assign, pledge, convey any legal or Beneficial
Ownership interest in or otherwise dispose of (by merger (including
by conversion into securities or other consideration), by tendering
into any tender or exchange offer, by testamentary disposition, by
operation of law, or otherwise), or encumber (“Transfer”) any of the Shares or
enter into any contract, option, or other agreement with respect
to, or consent to, a Transfer of, any of the Shares or
Stockholder’s voting or economic interest therein, except as
specifically contemplated by the Merger Agreement. Any attempted
Transfer of Shares or any interest therein in violation of
this  Section 5 shall be null and void. This Section 5 shall
not prohibit a Transfer of the Shares by any Stockholder to any
member of Stockholder’s immediate family, or to a trust for
the benefit of Stockholder or any member of Stockholder’s
immediate family, or upon the death of Stockholder, or to an
Affiliate of Stockholder; provided, that a Transfer referred to in
this sentence shall be permitted only if, as a precondition to such
Transfer, the transferee agrees in a writing, reasonably
satisfactory in form and substance to Parent, to be bound by all of
the terms of this Agreement.

 



 

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6.           Additional
Shares.

 


Each
Stockholder agrees that all shares of Company Common Stock that
Stockholder purchases, acquires the right to vote, or otherwise
acquires Beneficial Ownership of after the execution of this
Agreement and prior to the Expiration Time shall be subject to the
terms and conditions of this Agreement and shall constitute Shares
for all purposes of this Agreement. In the event of any stock
split, stock dividend, merger, reorganization, recapitalization,
reclassification, combination, exchange of shares, or the like of
the capital stock of the Company affecting the Shares, the terms of
this Agreement shall apply to the resulting securities and such
resulting securities shall be deemed to be “Shares” for
all purposes of this Agreement.

 


7.           Waiver
of Appraisal and Dissenters’ Rights and Certain Other
Actions.

 


(a)           Waiver
of Appraisal and Dissenters’ Rights. Each Stockholder
hereby irrevocably and unconditionally waives, and agrees not to
assert or perfect, any rights of appraisal or rights to dissent in
connection with the Mergers that Stockholder may have by virtue of
ownership of the Shares in accordance with Section 262 of Delaware
Law or purchase thereof under Section 1301 of the California
Corporations Code, as applicable.

 


(b)           Waiver
of Certain Other Actions. To the fullest extent permitted
under law, each Stockholder hereby agrees not to commence or
participate in, and to take all actions necessary to opt out of any
class in any class action with respect to, any Action, derivative
or otherwise, against Parent, the Company, or any of their
respective subsidiaries or successors: (a) challenging the validity
of, or seeking to enjoin or delay the operation of, any provision
of this Agreement or the Merger Agreement (including any claim
seeking to enjoin or delay the Closing); or (b) alleging a breach
of any duty of the Board of Directors of the Company or Parent in
connection with the Merger Agreement, this Agreement, or the
transactions contemplated thereby or hereby.

 



8.           Termination.

 


This
Agreement shall terminate upon the earliest to occur of (the
“Expiration
Time”): (a) the First Effective Time; (b) the date on
which the Merger Agreement is terminated in accordance with its
terms; and (c) the termination of this Agreement by mutual written
consent of the Parties. Nothing in this Section 8 shall relieve or
otherwise limit the liability of any Party for any intentional
breach of this Agreement prior to such termination.

 


9.           No
Solicitation.

 


Subject
to Section 10, each Stockholder shall not and shall use it
reasonable best efforts to cause its Affiliates and representatives
not to: (a) directly or indirectly solicit, seek, initiate,
knowingly encourage, or knowingly facilitate any inquiries
regarding, or the making of, any submission or announcement of a
proposal or offer that constitutes, or would reasonably be expected
to lead to, any Acquisition Proposal; (b) directly or indirectly
engage in, continue, or otherwise participate in any discussions or
negotiations regarding, or furnish or afford access to any other
Person any information in connection with or for the purpose of
encouraging or facilitating, any proposal or offer that
constitutes, or would reasonably be expected to lead to, any
Acquisition Proposal; (c) enter into any agreement, agreement in
principle, letter of intent, memorandum of understanding, or
similar arrangement with respect to an Acquisition Proposal; (d)
solicit proxies with respect to an Acquisition Proposal (other than
the Mergers and the Merger Agreement) or otherwise encourage or
assist any Person in taking or planning any action that would
reasonably be expected to compete with, restrain, or otherwise
serve to interfere with or inhibit the timely consummation of the
Mergers in accordance with the terms of the Merger Agreement; or
(e) initiate a stockholders’ vote or action by written
consent of the Company’s stockholders with respect to an
Acquisition Proposal.

 



 

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10.           No
Agreement as Director or Officer.

 


Each
Stockholder makes no agreement or understanding in this Agreement
in Stockholder’s capacity as a director or officer of the
Company or any of its subsidiaries (if Stockholder holds such
office), and nothing in this Agreement: (a) will limit or affect
any actions or omissions taken by Stockholder in
stockholder’s capacity as such a director or officer of the
Company, including in exercising rights under the Merger Agreement,
and no such actions or omissions shall be deemed a breach of this
Agreement; or (b) will be construed to prohibit, limit, or restrict
Stockholder from exercising Stockholder’s fiduciary duties as
an officer or director to the Company or its
stockholders.

 


11.           Further
Assurances.

 


Each
Stockholder agrees, from time to time, and without additional
consideration, to execute and deliver such additional documents and
other instruments and to take all such further action as Parent may
reasonably request to consummate and make effective the
transactions contemplated by this Agreement.

 


12.           RESERVED

 


13.           Specific
Performance.

 


Each
Party hereto acknowledges that it will be difficult to measure in
money the damage to the other Party if a Party hereto fails to
comply with any of the obligations imposed by this Agreement, that
every such obligation is material and that, in the event of any
such failure, the other Party may not have an adequate remedy at
law or damages. Accordingly, each Party hereto agrees that the
other party may seek injunctive relief or other equitable remedy,
in addition to remedies at law or damages, as a remedy for any such
failure and will not oppose the seeking of such relief on the basis
that the other Party has an adequate remedy at law. Each Party
hereto agrees that it will not seek, and agrees to waive any
requirement for, the securing or posting of a bond in connection
with the other Party’s seeking or obtaining such equitable
relief.

 


14.           Entire
Agreement.

 


This
Agreement supersedes all prior agreements, written or oral, between
the Parties hereto with respect to the subject matter hereof and
contains the entire agreement between the Parties with respect to
the subject matter hereof. This Agreement may not be amended or
supplemented, and no provisions hereof may be modified or waived,
except by an instrument in writing signed by both of the Parties
hereto. No waiver of any provisions hereof by either Party shall be
deemed a waiver of any other provisions hereof by such Party, nor
shall any such waiver be deemed a continuing waiver of any
provision hereof by such Party.

 



 

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15.           Notices.

 


All
notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to
have been given: (a) when delivered by hand (with written
confirmation of receipt); (b) when received by the addressee if
sent by a nationally recognized overnight courier (receipt
requested); (c) on the date sent by email of a PDF document (with
confirmation of transmission) if sent during normal business hours
of the recipient, and on the next Business Day if sent after normal
business hours of the recipient; or (d) on the third day after the
date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the
respective Parties at the following addresses (or at such other
address for a Party as shall be specified in a notice given in
accordance with this Section 15):

 


Crexendo,
Inc.


1615
South 52nd Street


Tempe,
AZ 85281


Attention: Jeffrey
Korn, General Counsel


Email:
jkorn@crexendo.com

 


with a
copy (which shall not constitute notice) to:

 


Squire
Patton Boggs (US) LLP


1 E.
Washington St., Suite 2700


Phoenix, Arizona
85004


Attention: Matthew
M. Holman, Esq.


Email:
matthew.holman@squirepb.com

 


If to
a Stockholder, to the address or email address set forth for
Stockholder on Schedule 1 attached hereto.

 


Copy
to:


 


Procopio, Cory,
Hargreaves & Savitch LLP


525 B
Street, Suite 2200


San
Diego, California 92101


Attention: William
W. Eigner, Esq.


Email:
william.eigner@procopio.com


 


16.           Miscellaneous.

 


(a)           Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware regardless of the
laws that might otherwise govern under applicable principles of
conflicts of laws thereof.

 



 

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(b)           Submission
to Jurisdiction. Each of the Parties hereto irrevocably
agrees that any legal action with respect to this Agreement and the
rights and obligations arising hereunder, or for recognition and
enforcement of any judgment in respect of this Agreement and the
rights and obligations arising hereunder brought by the other Party
hereto or its successors or assigns shall be brought and determined
exclusively in the Court of Chancery of the State of Delaware, or
in the event (but only in the event) that such court does not have
subject matter jurisdiction over such legal action, in the federal
court within the State of Delaware. Each of the Parties hereto
agrees that mailing of process or other papers in connection with
any such legal action in the manner provided in Section 15 or in
such other manner as may be permitted by applicable laws, will be
valid and sufficient service thereof. Each of the Parties hereto
hereby irrevocably submits with regard to any such legal action for
itself and in respect of its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid
courts and agrees that it will not bring any action relating to
this Agreement or any of the transactions contemplated by this
Agreement in any court or tribunal other than the aforesaid courts.
Each of the Parties hereto hereby irrevocably waives, and agrees
not to assert, by way of motion, as a defense, counterclaim, or
otherwise, in any legal action with respect to this Agreement and
the rights and obligations arising hereunder, or for recognition
and enforcement of any judgment in respect of this Agreement and
the rights and obligations arising hereunder: (i) any claim that it
is not personally subject to the jurisdiction of the above named
courts for any reason other than the failure to serve process in
accordance with this Section 16(b); (ii) any claim
that it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such courts
(whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment,
or otherwise); and (iii) to the fullest extent permitted by the
applicable law, any claim that (x) the suit, action, or proceeding
in such court is brought in an inconvenient forum, (y) the venue of
such suit, action, or proceeding is improper, or (z) this
Agreement, or the subject matter hereof, may not be enforced in or
by such courts.

 


(c)           Waiver
of Jury Trial. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.

 


(d)           Expenses.
All costs and expenses incurred in connection with this Agreement
shall be paid by the Party incurring such cost or expense, whether
or not the Mergers is consummated; provided that the Company shall
pay the costs and expenses of the Stockholders.

 


(e)           Severability. In
the event that any provision of this Agreement or the application
thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the
application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the
parties hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the extent possible,
the economic, business and other purposes of such void or
unenforceable provision.

 



 

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(f)           Counterparts.
This Agreement may be
executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the
parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart. The exchange of a
fully executed Agreement (in counterparts or otherwise) by
facsimile, electronic transmission in PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com format shall be sufficient to bind the parties to
the terms and conditions of this Agreement.

 


(g)           Section
Headings. All section headings herein are for convenience of
reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.

 



(h)           Assignment.
Neither Party to this Agreement may assign any of its rights or
obligations under this Agreement without the prior written consent
of the other Party hereto, except that Parent may assign, in its
sole discretion, all or any of its rights, interests and
obligations hereunder to any of its Affiliates. Subject to the
preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the Parties and their
respective permitted successors and assigns. Any assignment
contrary to the provisions of this Section 16(h) shall
be null and void.

 


(i)           No
Third-Party Beneficiaries. Nothing in this Agreement,
express or implied, is intended to or shall confer upon any Person
other than the Parties and their respective successors and
permitted assigns any legal or equitable right, benefit, or remedy
of any nature under or by reason of this Agreement.

 


[SIGNATURE
PAGES FOLLOW]

 



 

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IN
WITNESS WHEREOF, the Parties hereto have executed and delivered
this Agreement as of the date first written above.

 


	
 

	

CREXENDO,
INC.


 


	
 

	

By /s/ Steven
G. Mihaylo .


Name:
Steven G. Mihaylo


Title:
Chief Executive Officer


 

 


 






 


 


[STOCKHOLDERS’
SIGNATURE PAGES FOLLOW]

 


 



 


[Signature
Page to Voting and Support Agreement]








 






 

 


	
 

	

STOCKHOLDER


 


	
 

	

/s/ Anand
Buch



Name:
Anand Buch


 

 


 








 


[Signature
Page to Voting and Support Agreement]








 





 


 


	
 

	

STOCKHOLDER


 


	
 

	

/s/ David T.K.
Wang



Name:
David T.K. Wang


 

 


 

 


 








 


[Signature
Page to Voting and Support Agreement]








 






	
 

	

 

 


STOCKHOLDER


 


	
 

	

/s/ James
Murphy



Name:
James Murphy


 

 


 






 


 

 


 



 


[Signature
Page to Voting and Support Agreement]








 





 



EXHIBIT A

 



CONSENT OF SPOUSE

 


I,
[SIGNING SPOUSE NAME], spouse of [STOCKHOLDER NAME], acknowledge
that I have read the Voting and Support Agreement, dated as of
March ___, 2021, by and among Crexendo, Inc., a Nevada corporation
and those certain stockholders of NetSapiens, Inc., a Delaware
corporation (the “Company”), indicated on the
signature pages therein, to which this Consent is attached as
Exhibit A (as the
same may be amended or amended and restated from time to time, the
“Agreement”),
and that I understand the contents of the Agreement. I am aware
that my spouse is a party to the Agreement and the Agreement
contains provisions regarding the voting and transfer of the Shares
(as defined in the Agreement) of the Company which my spouse may
own, including any interest I might have therein.

 


I
hereby agree that I and any interest, including any community
property interest, that I may have in any of the Shares subject to
the Agreement shall be irrevocably bound by the Agreement,
including any restrictions on the transfer or other disposition of
any of the Shares or voting or other obligations as set forth in
the Agreement. I hereby appoint [STOCKHOLDER NAME] as my
attorney-in-fact with respect to the exercise of any rights and
obligations under the Agreement.

 


This
Consent shall be binding on my executors, administrators, heirs and
assigns. I agree to execute and deliver such documents as may be
necessary to carry out the intent of the Agreement and this
Consent.

 


I am
aware that the legal, financial and related matters contained in
the Agreement are complex and that I am free to seek independent
professional guidance or counsel with respect to this Consent. I
have either sought such guidance or counsel or determined after
reviewing the Agreement carefully that I will waive such right. I
am under no disability or impairment that affects my decision to
sign this Consent and I knowingly and voluntarily intend to be
legally bound by this Consent.

 


Dated
as of __________

 

 

 


__________________________________

 


Signature

 


__________________________________

 


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