HE OR SHE
WILL:
(A)
NOT, PRIOR TO THE EFFECTIVE TIME SELL,
ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF, CREATE AN ENCUMBRANCE WITH RESPECT TO,
OR PERMIT TO BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, ANY VOTING
STOCK OWNED OF RECORD OR BENEFICIALLY BY SUCH PRINCIPAL SHAREHOLDER, WHETHER
SUCH SHARES OF VOTING STOCK ARE OWNED OF RECORD OR BENEFICIALLY BY SUCH
PRINCIPAL SHAREHOLDER ON THE DATE OF THIS AGREEMENT OR ARE SUBSEQUENTLY ACQUIRED
BY ANY METHOD, EXCEPT:
(I) FOR TRANSFERS BY WILL OR BY OPERATION OF LAW (IN
WHICH CASE THIS AGREEMENT SHALL BIND THE TRANSFEREE); (II) WITH THE PRIOR
WRITTEN CONSENT OF LANDMARK (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD),
FOR ANY SALES, ASSIGNMENTS, TRANSFERS OR OTHER DISPOSITIONS NECESSITATED BY
HARDSHIP; OR (III) AS LANDMARK MAY OTHERWISE AGREE IN WRITING;
(B)
NOT, AND WILL NOT PERMIT ANY OF HIS OR HER
AFFILIATES, DIRECTLY OR INDIRECTLY (INCLUDING THROUGH ITS REPRESENTATIVES), TO
INITIATE, SOLICIT OR ENCOURAGE ANY DISCUSSIONS, INQUIRIES OR PROPOSALS WITH ANY
THIRD PARTY RELATING TO AN ACQUISITION TRANSACTION, OR PROVIDE ANY SUCH PERSON
WITH INFORMATION OR ASSISTANCE OR NEGOTIATE WITH ANY SUCH PERSON WITH RESPECT TO
AN ACQUISITION TRANSACTION OR AGREE TO OR OTHERWISE ASSIST IN THE EFFECTUATION
OF ANY ACQUISITION TRANSACTION;
(C)
NOT VOTE OR EXECUTE ANY WRITTEN CONSENT TO
RESCIND OR AMEND IN ANY MANNER ANY PRIOR VOTE OR WRITTEN CONSENT TO APPROVE OR
ADOPT THE MERGER AGREEMENT OR ANY OF THE OTHER CONTEMPLATED TRANSACTIONS;
(D)
AT LANDMARK'S REQUEST, USE HIS OR HER
REASONABLE EFFORTS TO CAUSE ANY NECESSARY MEETING OF FIRST MANHATTAN'S
SHAREHOLDERS TO BE DULY CALLED AND HELD, OR ANY NECESSARY CONSENT OF
SHAREHOLDERS TO BE OBTAINED, FOR THE PURPOSE OF APPROVING OR ADOPTING THE MERGER
AGREEMENT AND THE OTHER CONTEMPLATED TRANSACTIONS;
(E)
USE REASONABLE EFFORTS TO CAUSE ANY OF HIS
OR HER AFFILIATES TO COOPERATE FULLY WITH LANDMARK IN CONNECTION WITH THE MERGER
AGREEMENT AND THE CONTEMPLATED TRANSACTIONS; AND
(F)
EXECUTE AND DELIVER SUCH ADDITIONAL
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY
NECESSARY TO EFFECTUATE AND COMPLY WITH HIS OR HER RESPECTIVE OBLIGATIONS UNDER
THIS AGREEMENT.
SECTION 5.
TERMINATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THIS AGREEMENT SHALL
AUTOMATICALLY TERMINATE ON THE EARLIER OF:
(I) THE DATE OF TERMINATION OF THE
MERGER AGREEMENT AS SET FORTH IN ARTICLE 11 THEREOF, AS SUCH TERMINATION
PROVISIONS MAY BE
3
AMENDED BY FIRST MANHATTAN, LANDMARK AND ACQUISITION CORP FROM TIME TO TIME; OR
(II) THE EFFECTIVE TIME.
SECTION 6.
REMEDIES.
EACH SIGNATORY TO
THIS AGREEMENT UNDERSTANDS AND ACKNOWLEDGES THAT IF HE OR SHE SHOULD BREACH ANY
OF HIS OR HER COVENANTS CONTAINED IN THIS AGREEMENT, THE DAMAGE TO LANDMARK
WOULD BE INDETERMINABLE IN VIEW OF THE INABILITY TO MEASURE THE ULTIMATE VALUE
AND BENEFIT TO LANDMARK RESULTING FROM ITS CONTEMPLATED FUTURE OWNERSHIP AND
CONTROL OF FIRST MANHATTAN, AND THAT LANDMARK THEREFORE WOULD NOT HAVE AN
ADEQUATE REMEDY AT LAW TO COMPENSATE LANDMARK FOR ANY SUCH BREACH.
EACH
SIGNATORY TO THIS AGREEMENT AGREES THAT IN ADDITION TO ANY OTHER REMEDY
AVAILABLE