FROM TIME TO TIME PURSUANT TO SECTION 8 HEREOF, THE "SHARES").
SCHEDULE 1 TO THIS AGREEMENT LISTS SEPARATELY ALL COMPANY OPTIONS ISSUED TO SUCH
SHAREHOLDER.
SUCH SHAREHOLDER IS THE RECORD AND BENEFICIAL OWNER OF THE COMPANY
OPTIONS SET FORTH OPPOSITE SUCH SHAREHOLDER'S NAME ON SCHEDULE 1 TO THIS
AGREEMENT.
(B)
SUCH SHAREHOLDER HAS VOTING POWER AND POWER TO AGREE TO ALL OF THE MATTERS
REGARDING SUCH SHAREHOLDER SET FORTH IN THIS AGREEMENT, IN EACH CASE WITH
RESPECT TO ALL OF THE SHARES, WITH NO LIMITATIONS, QUALIFICATIONS OR
RESTRICTIONS ON SUCH RIGHT.
SUCH SHAREHOLDER IS NOT THE RECORD OR BENEFICIAL
OWNER OF ANY SECURITIES OF THE COMPANY ON THE DATE HEREOF OTHER THAN THE SHARES
AND THE COMPANY OPTIONS SET FORTH ON SCHEDULE 1.
(C)
SUCH SHAREHOLDER HAS THE LEGAL CAPACITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY REGARDING SUCH
SHAREHOLDER.
(D)
THIS AGREEMENT HAS BEEN VALIDLY EXECUTED AND DELIVERED BY SUCH SHAREHOLDER
AND, ASSUMING DUE AND VALID AUTHORIZATION, EXECUTION AND DELIVERY THEREOF BY
PURCHASER AND MERGER SUB, CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF
SUCH SHAREHOLDER, ENFORCEABLE AGAINST SUCH SHAREHOLDER IN ACCORDANCE WITH ITS
TERMS, EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND (II) THE AVAILABILITY OF THE
REMEDY OF SPECIFIC PERFORMANCE OR INJUNCTIVE OR OTHER FORMS OF EQUITABLE RELIEF
MAY BE SUBJECT TO EQUITABLE DEFENSES AND WOULD BE SUBJECT TO THE DISCRETION OF
THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
(E)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL RESULT IN A VIOLATION OF, OR
CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT
UNDER, OR CONFLICT WITH, OR GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION
OR ACCELERATION UNDER ANY CONTRACT, TRUST, NOTE, BOND, MORTGAGE, INDENTURE,
LICENSE, AGREEMENT, OR MATERIAL CONTRACTUAL RESTRICTION OR OBLIGATION OF ANY
KIND TO WHICH SUCH SHAREHOLDER IS A PARTY OR BY WHICH SUCH SHAREHOLDER OR HIS OR
ITS SHARES ARE BOUND, WHICH SINGULARLY OR IN THE AGGREGATE, WOULD PREVENT OR
ADVERSELY AFFECT THE ABILITY OF SUCH SHAREHOLDER TO PERFORM HIS OR ITS
OBLIGATIONS UNDER THIS AGREEMENT.
THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY WILL NOT VIOLATE, OR REQUIRE ANY CONSENT, APPROVAL OR NOTICE
(EXCEPT THOSE REQUIRED UNDER APPLICABLE SECURITIES LAWS) UNDER, ANY PROVISION OF
ANY JUDGMENT, ORDER, INJUNCTION, DECREE, STATUTE, LAW, RULE OR REGULATION
APPLICABLE TO SUCH SHAREHOLDER WHICH, SINGULARLY OR IN THE AGGREGATE, WOULD
PREVENT OR ADVERSELY AFFECT THE ABILITY OF SUCH SHAREHOLDER TO PERFORM HIS OR
ITS OBLIGATIONS UNDER THIS AGREEMENT.
(F)
THE SHARES OWNED BY SUCH SHAREHOLDER ARE NOW, AND AT ALL TIMES DURING THE
TERM HEREOF WILL BE, HELD BY SUCH SHAREHOLDER OR BY A NOMINEE OR CUSTODIAN FOR
THE BENEFIT OF SUCH SHAREHOLDER, FREE AND CLEAR OF ALL LIENS, CLAIMS, SECURITY
INTERESTS, PROXIES, VOTING TRUSTS, AGREEMENTS, OPTIONS, RIGHTS, UNDERSTANDINGS
OR ARRANGEMENTS OR ANY OTHER ENCUMBRANCES WHATSOEVER ON TITLE, TRANSFER