the foregoing, the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
VOTING
SECTION 1.1
AGREEMENT TO VOTE.
EACH SHAREHOLDER IRREVOCABLY AND
UNCONDITIONALLY HEREBY AGREES THAT FROM AND AFTER THE DATE HEREOF UNTIL THE
EARLIER OF (A) THE EFFECTIVE TIME AND (B) ANY DATE OF TERMINATION OF THE MERGER
AGREEMENT IN ACCORDANCE WITH ITS TERMS (THE "EXPIRATION TIME"), AT ANY MEETING
(WHETHER ANNUAL OR SPECIAL AND EACH ADJOURNED OR POSTPONED MEETING) OF THE
COMPANY'S SHAREHOLDERS, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN
CONSENT OF THE COMPANY'S SHAREHOLDERS, EACH SHAREHOLDER WILL (I) APPEAR AT SUCH
MEETING OR OTHERWISE CAUSE ITS OWNED SHARES (AS DEFINED BELOW) TO BE COUNTED AS
PRESENT THEREAT FOR PURPOSES OF CALCULATING A QUORUM AND (II) VOTE OR CAUSE TO
BE VOTED (INCLUDING BY WRITTEN CONSENT, IF APPLICABLE) ALL OF SUCH SHAREHOLDER'S
SHARES BENEFICIALLY OWNED BY SUCH SHAREHOLDER AS OF THE RELEVANT TIME (THE
"OWNED SHARES"), (A) FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, (B) AGAINST ANY ALTERNATIVE
PROPOSAL, WITHOUT REGARD TO THE TERMS OF SUCH ALTERNATIVE PROPOSAL, OR ANY OTHER
PROPOSAL MADE IN OPPOSITION TO ADOPTION OF THE MERGER AGREEMENT OR IN
COMPETITION OR INCONSISTENT WITH THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THE MERGER AGREEMENT, (C) AGAINST ANY AGREEMENT, AMENDMENT OF
ANY AGREEMENT (INCLUDING THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS),
OR ANY OTHER ACTION THAT IS INTENDED OR WOULD REASONABLY BE EXPECTED TO PREVENT,
IMPEDE, OR, IN ANY MATERIAL RESPECT, INTERFERE WITH, DELAY, POSTPONE OR
DISCOURAGE THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, OTHER THAN
THOSE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT, THE MERGER AGREEMENT OR THE
OTHER AGREEMENTS CONTEMPLATED THEREBY AND (D) AGAINST ANY ACTION, AGREEMENT,
TRANSACTION OR PROPOSAL THAT WOULD RESULT IN A BREACH OF ANY REPRESENTATION,
WARRANTY, COVENANT, AGREEMENT OR OTHER OBLIGATION OF THE COMPANY IN THE MERGER
AGREEMENT, THE EGI-TRB PURCHASE AGREEMENT OR THE ESOP PURCHASE AGREEMENT.
SECTION 1.2
RESTRICTIONS ON TRANSFERS.
THE SHAREHOLDERS HEREBY
AGREE THAT, FROM THE DATE HEREOF UNTIL THE EXPIRATION TIME, THEY SHALL NOT,
DIRECTLY OR INDIRECTLY, SELL, ASSIGN, GIVE, MORTGAGE, PLEDGE, HYPOTHECATE,
ISSUE, BEQUEATH OR IN ANY MANNER ENCUMBER OR DISPOSE OF, OR PERMIT TO BE SOLD,
ASSIGNED, ENCUMBERED, ATTACHED OR OTHERWISE DISPOSED OF IN ANY MANNER, WHETHER
VOLUNTARILY, INVOLUNTARILY OR BY OPERATION OF LAW, WITH OR WITHOUT CONSIDERATION
(COLLECTIVELY, "TRANSFER"), OWNED SHARES IN AN AGGREGATE OF FIVE PERCENT (5%) OF
THE COMPANY'S OUTSTANDING COMMON STOCK IN A SINGLE TRANSFER OR SERIES OF RELATED
TRANSFERS TO A THIRD PARTY OTHER THAN GOLDMAN SACHS & CO. ("GOLDMAN SACHS") OR
ANOTHER FINANCIAL INTERMEDIARY AS NOMINEE, UNDERWRITER OR OTHERWISE FOR FURTHER
DISTRIBUTION THEREOF, UNLESS AS A CONDITION TO ANY SUCH TRANSFER OR TRANSFERS,
THE TRANSFEREE OR TRANSFEREES SHALL EXECUTE AN AGREEMENT THAT CONTAINS THE SAME
SUBSTANTIVE COVENANTS REGARDING VOTING AND THE GRANTING OF A PROXY AS ARE
CONTAINED IN THIS AGREEMENT (EXCEPT TO REFLECT THE CHANGE OF THE