SHARES OF THE COMPANY COMMON STOCK OWNED OF RECORD OR BENEFICIALLY OWNED
BY SUCH STOCKHOLDER.
THERE ARE NO OUTSTANDING OPTIONS OR OTHER RIGHTS TO
ACQUIRE FROM SUCH STOCKHOLDER OR OBLIGATIONS OF SUCH STOCKHOLDER TO SELL OR TO
ACQUIRE, ANY SHARES OF THE COMPANY COMMON STOCK.
WITH RESPECT TO THE SHARES OF
COMPANY COMMON STOCK HELD BY IT, EACH STOCKHOLDER HAS VOTING POWER AND POWER TO
ISSUE INSTRUCTIONS WITH RESPECT TO THE MATTERS SET FORTH IN SECTIONS 4 AND 5
HEREOF, POWER OF DISPOSITION, POWER OF CONVERSION, POWER TO DEMAND APPRAISAL
RIGHTS AND POWER TO AGREE TO ALL OF THE MATTERS SET FORTH IN THIS AGREEMENT, IN
EACH CASE WITH RESPECT TO ALL OF THE SUBJECT SHARES WITH NO LIMITATIONS,
QUALIFICATIONS OR RESTRICTIONS ON SUCH RIGHTS, SUBJECT TO APPLICABLE SECURITIES
LAWS AND THE TERMS OF THIS AGREEMENT.
(B)
POWER; BINDING AGREEMENT.
SUCH STOCKHOLDER HAS THE LEGAL
CAPACITY, POWER AND AUTHORITY TO ENTER INTO AND PERFORM ALL OF SUCH
STOCKHOLDER'S OBLIGATIONS UNDER THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY
AND VALIDLY EXECUTED AND DELIVERED AND CONSTITUTES A VALID AND BINDING AGREEMENT
OF SUCH STOCKHOLDER, ENFORCEABLE AGAINST SUCH STOCKHOLDER IN ACCORDANCE WITH ITS
TERMS EXCEPT THAT (I) SUCH ENFORCEMENT MAY BE SUBJECT TO APPLICABLE BANKRUPTCY,
INSOLVENCY OR OTHER SIMILAR LAWS, NOW OR HEREAFTER IN EFFECT, AFFECTING
CREDITORS' RIGHTS GENERALLY, AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND
INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE
DEFENSES AND TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR
MAY BE BROUGHT.
(C)
NO CONFLICTS.
NONE OF THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY SUCH STOCKHOLDER, THE CONSUMMATION BY SUCH STOCKHOLDER OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR COMPLIANCE BY SUCH STOCKHOLDER WITH ANY OF
THE PROVISIONS HEREOF SHALL (I) RESULT IN A VIOLATION OR BREACH OF, OR
CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR GIVE
RISE TO ANY THIRD PARTY RIGHT OF TERMINATION, CANCELLATION, MATERIAL
MODIFICATION OR ACCELERATION) UNDER ANY OF THE TERMS, CONDITIONS OR PROVISIONS
OF ANY NOTE, LOAN AGREEMENT, BOND, MORTGAGE, INDENTURE, LICENSE, OR MATERIAL
CONTRACT, COMMITMENT, ARRANGEMENT, UNDERSTANDING, AGREEMENT OR OTHER INSTRUMENT
OR OBLIGATION OF ANY KIND TO WHICH SUCH STOCKHOLDER IS A PARTY OR BY WHICH SUCH
STOCKHOLDER OR ANY OF ITS PROPERTIES OR ASSETS MAY BE BOUND, OR (II) VIOLATE ANY
ORDER, WRIT, INJUNCTION, DECREE, JUDGMENT, ORDER, STATUTE, RULE OR REGULATION
APPLICABLE TO SUCH STOCKHOLDER OR THE SUBJECT SHARES.
(D)
RELIANCE.
EACH STOCKHOLDER UNDERSTANDS AND ACKNOWLEDGES THAT EACH
OF PARENT AND SUB IS ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON SUCH
STOCKHOLDER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
SECTION 3.
DISCLOSURE.
EACH STOCKHOLDER HEREBY AGREES TO PERMIT
THE COMPANY TO PUBLISH AND DISCLOSE IN THE PROXY STATEMENT (INCLUDING ALL
DOCUMENTS AND SCHEDULES FILED WITH THE SECURITIES AND EXCHANGE COMMISSION), AND
ANY PRESS RELEASE OR OTHER DISCLOSURE DOCUMENT WHICH THE COMPANY, IN ITS
REASONABLE DISCRETION, DETERMINES TO BE REQUIRED BY LAW OR NECESSARY IN
CONNECTION WITH THE MERGER AND ANY TRANSACTIONS RELATED THERETO, SUCH
STOCKHOLDER'S
IDENTITY