CONTEMPLATED BY THE
MERGER AGREEMENT AND THIS AGREEMENT AND ANY ACTIONS REQUIRED IN FURTHERANCE
THEREOF AND HEREOF; AND
(II)
EXCEPT AS OTHERWISE AGREED TO IN WRITING IN ADVANCE BY PARENT IN
ITS SOLE DISCRETION, AGAINST THE FOLLOWING (OTHER THAN THE MERGER, THE ASSET
PURCHASE AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE MERGER
AGREEMENT):
(A) ANY ACQUISITION PROPOSAL AND (B) ANY ACTION OR AGREEMENT THAT
WOULD, TO THE KNOWLEDGE OF SUCH STOCKHOLDER, RESULT IN A BREACH IN ANY MATERIAL
RESPECT OF ANY COVENANT, REPRESENTATION OR WARRANTY OR ANY OBLIGATION OR
AGREEMENT OF THE COMPANY UNDER THE MERGER AGREEMENT OR THIS AGREEMENT.
(B)
EACH STOCKHOLDER REPRESENTS THAT ANY PROXIES HERETOFORE GIVEN IN
RESPECT OF THE SUBJECT SHARES ARE NOT IRREVOCABLE, AND THAT SUCH PROXIES EITHER
HAVE BEEN OR ARE HEREBY REVOKED.
(C)
EACH STOCKHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET
FORTH IN THIS SECTION 6 IS GIVEN IN CONNECTION WITH THE EXECUTION OF THE MERGER
AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF
THE DUTIES OF SUCH STOCKHOLDER UNDER THIS AGREEMENT.
EXCEPT AS TO A
TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 8 (WHEREUPON THIS
IRREVOCABLE PROXY SHALL BE AUTOMATICALLY REVOKED), EACH STOCKHOLDER HEREBY
FURTHER AFFIRMS THAT THE IRREVOCABLE PROXY IS COUPLED WITH AN INTEREST AND MAY
NOT BE REVOKED, EXCEPT AS BY AMENDMENT OR MODIFICATION IN ACCORDANCE WITH
SECTION 9(C) HEREOF.
EACH STOCKHOLDER HEREBY RATIFIES AND CONFIRMS ALL THAT
SUCH IRREVOCABLE PROXY MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 212(E) OF THE DGCL.
THE POWER AND AUTHORITY
HEREBY CONFERRED SHALL NOT BE TERMINATED BY ANY ACT OF SUCH STOCKHOLDER OR BY
OPERATION OF LAW, BY LACK OF APPROPRIATE POWER OR AUTHORITY, OR BY THE
OCCURRENCE OF ANY OTHER EVENT OR EVENTS AND SHALL BE BINDING UPON ALL HIS
REPRESENTATIVES, EXECUTORS, SUCCESSORS AND/OR ASSIGNS.
IF AFTER THE EXECUTION
OF THIS AGREEMENT A STOCKHOLDER SHALL CEASE TO HAVE APPROPRIATE POWER OR
AUTHORITY, OR IF ANY OTHER SUCH EVENT OR EVENTS SHALL OCCUR, PARENT IS
NEVERTHELESS AUTHORIZED AND DIRECTED TO VOTE THE SUBJECT SHARES IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AS IF SUCH LACK OF APPROPRIATE POWER OR
AUTHORITY OR OTHER EVENT OR EVENTS HAD NOT OCCURRED AND REGARDLESS OF NOTICE
THEREOF.
SECTION 7.
FIDUCIARY DUTIES.
EACH STOCKHOLDER IS SIGNING THIS
AGREEMENT SOLELY IN SUCH STOCKHOLDER'S CAPACITY AS AN OWNER OF HIS OR HER
RESPECTIVE SUBJECT SHARES, AND NOTHING HEREIN SHALL PROHIBIT, PREVENT OR
PRECLUDE SUCH INDIVIDUAL STOCKHOLDER FROM TAKING OR NOT TAKING ANY ACTION IN HIS
OR HER CAPACITY AS AN OFFICER OR DIRECTOR OF THE COMPANY.
SECTION 8.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE ON THE
EARLIEST OF (A) TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE WITH ITS
TERMS, (B) THE WRITTEN AGREEMENT OF THE PARTIES HERETO TO TERMINATE THIS
AGREEMENT, OR (C) THE EFFECTIVE TIME OF THE MERGER.
SECTION 9.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE DOCUMENTS