TIME TO TIME)
AND EACH ACTION CONTEMPLATED THEREIN; (III) IN FAVOR OF ANY MATTER THAT COULD
REASONABLY BE EXPECTED TO FACILITATE THE ACQUISITION AND THE STOCKHOLDER
APPROVAL MATTERS; AND (IV) AGAINST ANY MATTER THAT IS INCONSISTENT WITH THE
PROMPT CONSUMMATION OF THE ACQUISITION, THE STOCKHOLDER APPROVAL MATTERS AND THE
OTHER TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT (AS THE SAME MAY BE
AMENDED FROM TIME TO TIME).
(B)
NO OTHER AGREEMENT.
PRIOR TO THE EXPIRATION DATE, THE STOCKHOLDER SHALL
NOT ENTER INTO ANY AGREEMENT OR UNDERSTANDING WITH ANY PERSON TO VOTE OR GIVE
INSTRUCTIONS IN ANY MANNER INCONSISTENT WITH THE TERMS OF THIS SECTION 3.
(C)
OTHER AGREEMENTS.
TO THE EXTENT THE STOCKHOLDER IS PARTY TO ANY OTHER
AGREEMENT OR ARRANGEMENT THAT REQUIRES STOCKHOLDER'S CONSENT, OR REQUIRES A
WAIVER OF ANY RIGHTS, STOCKHOLDER HEREBY IRREVOCABLY GIVES SUCH CONSENT OR
WAIVER.
4.
IRREVOCABLE PROXY.
AS SECURITY FOR THE AGREEMENTS OF THE STOCKHOLDER
PROVIDED FOR HEREIN, THE STOCKHOLDER HEREBY GRANTS AND DELIVERS TO MCAFEE,
CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, A PROXY IN THE
FORM ATTACHED HERETO AS EXHIBIT A (THE "PROXY"), WHICH SHALL BE IRREVOCABLE TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO THE SHARES.
5.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.
THE STOCKHOLDER
HEREBY REPRESENTS AND WARRANTS TO BUYERS, AS OF THE DATE HEREOF AND AT ALL TIMES
UNTIL THE EXPIRATION DATE (UNLESS INDICATED OTHERWISE), AS FOLLOWS:
(A)
SHARES.
THE STOCKHOLDER IS THE BENEFICIAL OWNER OF, AND HAS GOOD AND
VALID TITLE TO, THE SHARES, FREE AND CLEAR OF ANY LIENS, CLAIMS, OPTIONS, RIGHTS
OF FIRST REFUSAL, CO-SALE RIGHTS, CHARGES OR OTHER ENCUMBRANCES.
AS OF THE DATE
HEREOF, STOCKHOLDER DOES NOT BENEFICIALLY OWN OR HAVE ANY WRITTEN OR UNWRITTEN
AGREEMENT OR ARRANGEMENT TO ACQUIRE ANY SECURITIES OF CITADEL OTHER THAN THE
SHARES OF CITADEL STOCK AND OPTIONS AND WARRANTS TO PURCHASE SHARES OF CITADEL
STOCK INDICATED ON THE SIGNATURE PAGE OF THIS AGREEMENT.
THE STOCKHOLDER HAS
SOLE VOTING POWER, SOLE POWER OF DISPOSITION, SOLE POWER TO ISSUE INSTRUCTIONS
WITH RESPECT TO THE MATTERS SET FORTH IN SECTIONS 2 AND 3 HEREOF, SOLE POWER TO
AGREE TO ALL OF THE MATTERS SET FORTH IN THIS AGREEMENT, IN EACH CASE WITH
RESPECT TO ALL OF THE SHARES, WITH NO LIMITATIONS, QUALIFICATIONS OR
RESTRICTIONS ON SUCH RIGHTS, SUBJECT TO APPLICABLE FEDERAL SECURITIES LAWS AND
THE TERMS OF THIS AGREEMENT.
(B)
AUTHORIZATION; VALIDITY OF AGREEMENT.
THE STOCKHOLDER HAS FULL POWER AND
CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM HIS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE STOCKHOLDER, AND, ASSUMING
THIS AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF BUYER, CONSTITUTES
A VALID AND BINDING OBLIGATION OF THE STOCKHOLDER, ENFORCEABLE AGAINST HIM IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY
AND OTHER SIMILAR LAWS AND GENERAL PRINCIPLES OF EQUITY.
3
(C)
CONSENTS AND APPROVALS; NO VIOLATIONS.
NEITHER THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT BY STOCKHOLDER NOR THE CONSUMMATION