HEREBY
AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 1(B) 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 SHAREHOLDER UNDER
THIS AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, EACH SHAREHOLDER
HEREBY (I) AFFIRMS THAT THE IRREVOCABLE PROXY IS COUPLED WITH AN INTEREST AND
MAY UNDER NO CIRCUMSTANCES BE REVOKED, (II) RATIFIES AND CONFIRMS ALL THAT THE
PROXIES APPOINTED HEREUNDER MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF
AND (III) AFFIRMS THAT SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE
IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 705 OF THE CALIFORNIA
GENERAL CORPORATION LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, THE IRREVOCABLE PROXY GRANTED HEREUNDER SHALL AUTOMATICALLY TERMINATE
UPON THE TERMINATION OF THIS AGREEMENT.
SECTION 2.
TRANSFER OF SHARES.
EACH
SHAREHOLDER COVENANTS AND AGREES THAT SUCH SHAREHOLDER WILL NOT DIRECTLY OR
INDIRECTLY (I) SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF
ANY OF THE SHARES, (II) DEPOSIT ANY OF THE SHARES INTO A VOTING TRUST OR ENTER
INTO A VOTING AGREEMENT OR ARRANGEMENT WITH RESPECT TO THE SHARES OR GRANT ANY
PROXY OR POWER OF ATTORNEY WITH RESPECT THERETO THAT IS INCONSISTENT WITH THIS
AGREEMENT OR (III) ENTER INTO ANY CONTRACT, OPTION OR OTHER ARRANGEMENT OR
UNDERTAKING WITH RESPECT TO THE DIRECT OR INDIRECT SALE, ASSIGNMENT, TRANSFER OR
OTHER DISPOSITION OF ANY SHARES; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE
FOREGOING A SHAREHOLDER MAY TRANSFER SHARES OR AGREE TO TRANSFER SHARES BY
TESTAMENTARY DISPOSITION, INTERSPOUSAL DISPOSITION PURSUANT TO A DOMESTIC
RELATIONS PROCEEDING OR OTHERWISE BY OPERATION OF LAW, PROVIDED THAT IN EACH
SUCH CASE THE TRANSFEREE AGREES IN WRITING TO BE BOUND BY THIS AGREEMENT.
SECTION 3.
REPRESENTATIONS AND
WARRANTIES OF THE SHAREHOLDERS.
EACH SHAREHOLDER ON HIS OR HER OWN BEHALF
HEREBY SEVERALLY REPRESENTS AND WARRANTS TO THE BUYER WITH RESPECT TO SUCH
SHAREHOLDER AND SUCH SHAREHOLDER'S OWNERSHIP OF THE SHARES AS FOLLOWS:
(A)
OWNERSHIP OF SHARES.
THE SHAREHOLDER
BENEFICIALLY OWNS ALL OF THE SHARES AS SET FORTH ON SCHEDULE I HERETO AND HAS
GOOD AND MARKETABLE TITLE TO SUCH SHARES, FREE AND CLEAR OF ANY CLAIMS, LIENS,
ENCUMBRANCES AND SECURITY INTERESTS WHATSOEVER.
THE SHAREHOLDER OWNS NO SHARES
OF COMPANY COMMON STOCK OTHER THAN THE SHARES AS SET FORTH ON SCHEDULE I
HERETO.
THE SHAREHOLDER HAS SOLE VOTING POWER, WITHOUT RESTRICTIONS, WITH
RESPECT TO ALL OF THE SHARES.
(B)
POWER, BINDING AGREEMENT.
THE SHAREHOLDER
HAS THE LEGAL CAPACITY AND ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ALL OF HIS OR HER OBLIGATIONS UNDER THIS AGREEMENT.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE SHAREHOLDER AND CONSTITUTES
A VALID AND BINDING OBLIGATION OF THE SHAREHOLDER, ENFORCEABLE AGAINST THE
SHAREHOLDER IN ACCORDANCE WITH ITS TERMS.
(C)
NO CONFLICTS.
THE EXECUTION AND DELIVERY
OF THIS AGREEMENT DO NOT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT, CONFLICT WITH OR RESULT IN ANY VIOLATION OF, OR DEFAULT (WITH
OR