OWNER" OF SUCH SECURITY
WITHIN THE MEANING OF RULE 13D-3 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(C)
"SUBJECT SECURITIES" MEANS: (I) ALL SECURITIES OF THE COMPANY
(INCLUDING ALL SHARES OF COMPANY COMMON STOCK AND ALL OPTIONS, WARRANTS AND
OTHER RIGHTS TO ACQUIRE SHARES OF COMPANY COMMON STOCK) OWNED BY EACH
STOCKHOLDER AS OF THE DATE OF THIS AGREEMENT; AND (II) ALL ADDITIONAL SECURITIES
OF THE COMPANY (INCLUDING ALL ADDITIONAL SHARES OF COMPANY COMMON STOCK AND ALL
ADDITIONAL OPTIONS, WARRANTS AND OTHER RIGHTS TO ACQUIRE SHARES OF COMPANY
COMMON STOCK) OF WHICH EACH STOCKHOLDER ACQUIRES OWNERSHIP DURING THE PERIOD
FROM THE DATE OF THIS AGREEMENT THROUGH THE TERMINATION DATE.
NOTWITHSTSANDING
THE FOREGOING, ANY SHARES OF COMPANY COMMON STOCK OWNED BY AFFILIATES (AS
DEFINED IN THE MERGER AGREEMENT) OF A STOCKHOLDER WHO ARE ALSO DIRECTORS OF THE
COMPANY SHALL NOT BE DEEMED SUBJECT SECURITIES UNLESS SUCH SHARES OF COMPANY
COMMON STOCK WERE SUBJECT SECURITIES TRANSFERRED IN ACCORDANCE WITH SECTION 3(A)
TO AN AFFILIATE WHO IS ALSO A DIRECTOR OF THE COMPANY.
(D)
"TERMINATION DATE" MEANS THE EARLIER TO OCCUR OF THE DATE (I) THE
MERGER SHALL BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE
MERGER AGREEMENT, OR (II) THE MERGER AGREEMENT TERMINATES IN ACCORDANCE WITH ITS
TERMS.
(E)
A PERSON IS DEEMED TO HAVE EFFECTED A "TRANSFER" OF A SECURITY IF
SUCH PERSON DIRECTLY OR INDIRECTLY: (I) SELLS, TENDERS, ASSIGNS, PLEDGES,
ENCUMBERS, GRANTS AN OPTION WITH RESPECT TO, TRANSFERS OR 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,
TENDER OF, ASSIGNMENT OF, PLEDGE OF, ENCUMBRANCE OF, GRANT OF AN OPTION WITH
RESPECT TO, TRANSFER OF OR DISPOSITION OF SUCH SECURITY OR ANY INTEREST THEREIN
TO ANY PERSON OTHER THAN PARENT; OR (III) REDUCES SUCH PERSON'S BENEFICIAL
OWNERSHIP OF, INTEREST IN OR RISK RELATING TO SUCH SECURITY.
7.
MISCELLANEOUS.
(A)
ASSIGNMENT; BINDING EFFECT.
EXCEPT AS PROVIDED HEREIN, NEITHER
THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE
ASSIGNED OR DELEGATED BY A STOCKHOLDER, AND ANY ATTEMPTED OR PURPORTED
ASSIGNMENT OR DELEGATION OF ANY OF SUCH INTERESTS OR OBLIGATIONS SHALL BE VOID.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING UPON EACH
STOCKHOLDER AND ITS SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF
PARENT AND ITS SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT IS INTENDED TO
CONFER ON ANY PERSON (OTHER THAN PARENT AND ITS SUCCESSORS AND ASSIGNS) ANY
RIGHTS OR REMEDIES OF ANY NATURE.
(B)
FEES AND EXPENSES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY INCURRING THE COST OR EXPENSE
WHETHER OR NOT THE MERGER IS CONSUMMATED.
(C)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT OR
THE PROXY WERE NOT PERFORMED IN ACCORDANCE WITH ITS