TO REQUIRE ACTIONS TO BE TAKEN, BY THE
STOCKHOLDER THAT ARE REQUIRED OR RESTRICTED BY FIDUCIARY DUTIES OR EMPLOYMENT
DUTIES OF THE STOCKHOLDER, OR PERMITTED BY THE PURCHASE AGREEMENT (AS THE SAME
MAY BE AMENDED FROM TIME TO TIME), AND THAT, IN EACH CASE, ARE UNDERTAKEN SOLELY
IN THE STOCKHOLDER'S CAPACITY AS A DIRECTOR OR OFFICER OF CITADEL, IF
APPLICABLE.
8.
NO SOLICITATION OF PROXIES.
THE STOCKHOLDER AGREES (SOLELY IN HIS
CAPACITY AS SUCH) THAT HE WILL NOT DIRECTLY OR INDIRECTLY, ENGAGE IN ANY
SOLICITATION (AS DEFINED IN REGULATION 14A OF THE
4
RULES AND REGULATIONS OF THE EXCHANGE ACT) OF OTHER STOCKHOLDERS OF CITADEL
AGAINST THE APPROVAL OF THE ACQUISITION OR ANY OF THE OTHER ACTIONS CONTEMPLATED
BY THE PURCHASE AGREEMENT (AS THE SAME MAY BE AMENDED FROM TIME TO TIME).
9.
FURTHER ASSURANCES.
FROM TIME TO TIME, AT MCAFEE'S REQUEST AND WITHOUT
FURTHER CONSIDERATION, THE STOCKHOLDER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL
DOCUMENTS AND TAKE ALL SUCH FURTHER ACTION AS MAY BE NECESSARY OR APPROPRIATE TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
10.
LEGENDING OF SHARES.
IF SO REQUESTED BY MCAFEE, THE STOCKHOLDER HEREBY
AGREES THAT THE SHARES SHALL BEAR A LEGEND STATING THAT THEY ARE SUBJECT TO THIS
AGREEMENT AND TO AN IRREVOCABLE PROXY.
SUBJECT TO THE TERMS OF SECTION 2
HEREOF, THE STOCKHOLDER HEREBY AGREES THAT THE STOCKHOLDER SHALL NOT TRANSFER
THE SHARES WITHOUT FIRST HAVING THE AFOREMENTIONED LEGEND AFFIXED TO THE
CERTIFICATES REPRESENTING THE SHARES.
11.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE AND SHALL HAVE NO FURTHER
FORCE OR EFFECT AS OF THE EXPIRATION DATE.
12.
MISCELLANEOUS.
(A)
WAIVER.
NO WAIVER BY ANY PARTY HERETO OF ANY CONDITION OR ANY BREACH OF
ANY TERM OR PROVISION SET FORTH IN THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN
WRITING AND SIGNED BY EACH PARTY HERETO.
THE WAIVER OF A CONDITION OR ANY
BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL NOT OPERATE AS OR BE
CONSTRUED TO BE A WAIVER OF ANY OTHER PREVIOUS OR SUBSEQUENT BREACH OF ANY TERM
OR PROVISION OF THIS AGREEMENT.
(B)
SEVERABILITY.
IN THE EVENT THAT ANY TERM, PROVISION, COVENANT OR
RESTRICTION SET FORTH IN THIS AGREEMENT, OR THE APPLICATION OF ANY SUCH TERM,
PROVISION, COVENANT OR RESTRICTION
TO ANY PERSON, ENTITY OR SET OF
CIRCUMSTANCES, SHALL BE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE
INVALID, UNLAWFUL, VOID OR UNENFORCEABLE TO ANY EXTENT, THE REMAINDER OF THE
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT, AND
THE APPLICATION OF SUCH TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS TO
PERSONS, ENTITIES OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS DETERMINED
TO BE INVALID, UNLAWFUL, VOID OR UNENFORCEABLE, SHALL REMAIN IN FULL FORCE AND
EFFECT, SHALL NOT BE IMPAIRED, INVALIDATED OR OTHERWISE AFFECTED AND SHALL
CONTINUE TO BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW.
(C)
BINDING EFFECT; ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE TERMS AND
PROVISIONS HEREOF SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE
PARTIES HERETO AND