ON THE SIGNATURE PAGE HERETO AND EXCEPT FOR
ANY EQUITY INCENTIVES REFERRED TO IN THE IMMEDIATELY FOLLOWING SENTENCE, SUCH
STOCKHOLDER DOES NOT BENEFICIALLY OWN ANY (I) SHARES OF CAPITAL STOCK OR VOTING
SECURITIES OF THE COMPANY, (II) SECURITIES OF THE COMPANY CONVERTIBLE INTO OR
EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OR VOTING SECURITIES OF THE COMPANY OR
(III) OPTIONS, EQUITY INCENTIVES OR OTHER RIGHTS TO ACQUIRE FROM THE COMPANY ANY
CAPITAL STOCK, VOTING SECURITIES OR SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE
FOR CAPITAL STOCK OR VOTING SECURITIES OF THE COMPANY.
AS OF THE DATE OF THIS
AGREEMENT, EACH STOCKHOLDER OWNS OPTIONS TO ACQUIRE THE NUMBER OF SHARES OF
CAPITAL STOCK OF THE COMPANY AND THE OTHER EQUITY INCENTIVES SET FORTH OPPOSITE
SUCH STOCKHOLDER'S NAME ON THE SIGNATURE PAGE HERETO.
SECTION 2.05.
RELIANCE BY PARENT AND MERGER SUB.
SUCH STOCKHOLDER
UNDERSTANDS AND ACKNOWLEDGES THAT PARENT AND MERGER SUB ARE ENTERING INTO THE
MERGER AGREEMENT IN RELIANCE UPON SUCH STOCKHOLDER'S EXECUTION AND DELIVERY OF
THIS AGREEMENT.
ARTICLE III
OTHER COVENANTS
Each Stockholder hereby covenants and agrees that:
SECTION 3.01.
NO TRANSFERS.
(A)
EXCEPT PURSUANT TO THE TERMS OF THIS AGREEMENT, SUCH STOCKHOLDER SHALL
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF PARENT OR MERGER SUB WHICH MAY BE
WITHHELD IN THEIR SOLE DISCRETION, DIRECTLY OR INDIRECTLY, (I) GRANT ANY PROXIES
OR ENTER INTO ANY VOTING TRUST OR OTHER AGREEMENT OR ARRANGEMENT WITH RESPECT TO
THE VOTING OF ANY SUBJECT SHARES, (II) VOLUNTARILY TAKE ANY ACTION THAT WOULD OR
IS REASONABLY LIKELY TO (A) MAKE ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN
UNTRUE OR INCORRECT IN ANY MATERIAL RESPECT OR (B) HAVE THE EFFECT IN ANY
MATERIAL RESPECT OF PREVENTING SUCH STOCKHOLDER FROM PERFORMING ITS OBLIGATIONS
UNDER THIS AGREEMENT OR (III) SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER,
DISTRIBUTE, GIFT
OR OTHERWISE DISPOSE OF (INCLUDING BY MERGER OR OTHERWISE BY
OPERATION OF LAW) (COLLECTIVELY , A "TRANSFER") OR ENTER INTO ANY CONTRACT,
OPTION OR OTHER ARRANGEMENT OR UNDERSTANDING WITH RESPECT TO ANY TRANSFER OF ANY
SUBJECT SHARES DURING THE TERM OF THIS AGREEMENT EXCEPT FOR TRANSFERS SOLELY FOR
ESTATE PLANNING PURPOSES TO ANY PERSON OR ENTITY WHO BECOMES PARTY TO AND BOUND
BY THE TERMS OF THIS AGREEMENT AS A STOCKHOLDER.
FOR PURPOSES OF THIS SECTION
3.01, THE TERM "SELL" OR "SALE" OR ANY DERIVATIVES THEREOF SHALL INCLUDE (I) A
SALE, TRANSFER OR DISPOSITION OF RECORD OR BENEFICIAL OWNERSHIP, OR BOTH AND
(II) A SHORT SALE WITH RESPECT TO COMMON STOCK OR SUBSTANTIALLY IDENTICAL
PROPERTY, ENTERING INTO OR ACQUIRING AN OFFSETTING DERIVATIVE CONTRACT WITH
RESPECT TO COMMON STOCK OR SUBSTANTIALLY IDENTICAL PROPERTY, ENTERING INTO OR
ACQUIRING A FUTURES OR FORWARD CONTRACT TO DELIVER COMMON STOCK OR SUBSTANTIALLY
IDENTICAL PROPERTY OR ENTERING INTO ANY TRANSACTION THAT HAS THE SAME EFFECT AS
ANY OF THE FOREGOING.
THE STOCKHOLDERS FURTHER AGREE THAT THEY SHALL FULLY
COOPERATE WITH PARENT, AS AND TO THE EXTENT REASONABLY REQUESTED BY PARENT, TO
EFFECT THE TRANSACTIONS CONTEMPLATED HEREBY INCLUDING THE OFFER AND THE MERGER.
4
(B)
EACH OF THE STOCKHOLDERS AGREES, WHILE THIS AGREEMENT IS