COMPANY CAPITAL STOCK IN
ACCORDANCE WITH SECTION 1 HEREOF.
THIS PROXY IS COUPLED WITH AN INTEREST AND
SHALL BE IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 9
HEREOF, AND THE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT WITH RESPECT TO THE
SHAREHOLDER'S SHARES OF COMPANY CAPITAL STOCK.
3.
LIMITATION.
EACH SHAREHOLDER SHALL
RETAIN AT ALL TIMES THE RIGHT TO VOTE SUCH SHAREHOLDER'S SHARES OF COMPANY
CAPITAL STOCK IN THAT SHAREHOLDER'S SOLE DISCRETION ON ALL MATTERS, OTHER THAN
THOSE SET FORTH IN SECTION 1, THAT ARE AT ANY TIME OR FROM TIME TO TIME
PRESENTED FOR CONSIDERATION BY THE COMPANY'S SHAREHOLDERS GENERALLY AND THE
PROXY GRANTED PURSUANT TO SECTION 2 HEREOF SHALL BE INAPPLICABLE IN SUCH
CIRCUMSTANCES.
THE PROXY GRANTED BY THE SHAREHOLDERS PURSUANT TO SECTION 2 OF
THIS AGREEMENT SHALL TERMINATE ON THE EARLIER OF (A) THE EFFECTIVE TIME OF THE
MERGER, OR (B) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE WITH ITS
TERMS.
4.
NO NEGOTIATIONS.
PRIOR TO TERMINATION
OF THIS AGREEMENT PURSUANT TO SECTION 9 HEREOF, EACH SHAREHOLDER HEREBY
COVENANTS AND AGREES THAT HE, SHE OR IT WILL NOT, DIRECTLY OR INDIRECTLY,
SOLICIT, INITIATE OR ENCOURAGE SUBMISSION OF ANY PROPOSAL OR OFFER FROM ANY
PERSON OR ENTITY (INCLUDING ANY OF ITS OR THEIR OFFICERS OR EMPLOYEES,
REPRESENTATIVES, AGENTS, OR AFFILIATES) RELATING TO ANY LIQUIDATION,
DISSOLUTION, RECAPITALIZATION, TENDER OR EXCHANGE OFFER, SOLICITATION OF
PROXIES, MERGER, CONSOLIDATION OR ACQUISITION OR PURCHASE OF ALL OR A MATERIAL
PORTION OF THE ASSETS OF, OR ANY EQUITY INTEREST IN, THE COMPANY OR ANY
SUBSIDIARY OR OTHER SIMILAR TRANSACTION OR BUSINESS COMBINATION INVOLVING THE
COMPANY OR ANY SUBSIDIARY (AN "ACQUISITION PROPOSAL"), OR PARTICIPATE IN ANY
DISCUSSIONS OR NEGOTIATIONS REGARDING, OR FURNISH TO ANY OTHER PERSON ANY
INFORMATION WITH RESPECT TO, OR OTHERWISE COOPERATE IN ANY WAY WITH, OR ASSIST
OR PARTICIPATE IN, FACILITATE OR ENCOURAGE, ANY EFFORT OR ATTEMPT BY ANY OTHER
PERSON OR ENTITY TO DO OR SEEK ANY OF THE FOREGOING, EXCEPT TO EXTENT NECESSARY
TO FULFILL SUCH SHAREHOLDER'S FIDUCIARY DUTIES AS AN OFFICER OR DIRECTOR OF THE
COMPANY.
EACH SHAREHOLDER SHALL PROMPTLY NOTIFY THE COMPANY IF ANY SUCH
ACQUISITION PROPOSAL, OR ANY INQUIRY FROM OR CONTACT WITH ANY PERSON WITH
RESPECT THERETO, IS MADE AND SHALL PROMPTLY PROVIDE THE COMPANY WITH SUCH
INFORMATION REGARDING SUCH ACQUISITION PROPOSAL, INQUIRY OR CONTACT AS THE
COMPANY MAY REQUEST.
IN ADDITION, PRIOR TO TERMINATION OF THIS AGREEMENT
PURSUANT TO SECTION 9 HEREOF, NO SHAREHOLDER SHALL, DIRECTLY OR INDIRECTLY, MAKE
OR AUTHORIZE ANY PUBLIC STATEMENT, RECOMMENDATION OR SOLICITATION IN SUPPORT OF
ANY PROPOSAL MADE BY ANY PERSON, ENTITY OR GROUP (OTHER THAN PARENT) RELATING TO
ANY OF THE FOREGOING.
2
5.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SHAREHOLDERS.
THE SHAREHOLDERS SEVERALLY, BUT NOT JOINTLY,
HEREBY REPRESENT AND WARRANT TO PARENT THAT:
(A)
EACH SHAREHOLDER HAS THE REQUISITE LEGAL
CAPACITY AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO