PERFORM THE
OBLIGATIONS OF THE SHAREHOLDER UNDER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IF THE SHAREHOLDER IS NOT AN
INDIVIDUAL, IT HAS TAKEN ALL REQUIRED ACTIONS TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY SUCH SHAREHOLDER AND CONSTITUTES A VALID AND LEGALLY
BINDING OBLIGATION OF SUCH SHAREHOLDER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT TO THE EXTENT THAT ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY
AND OTHER SIMILAR LAWS AND GENERAL PRINCIPLES OF EQUITY OR PUBLIC POLICY;
(B)
EACH SHAREHOLDER'S EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT WILL NOT RESULT IN THE CREATION OF ANY LIEN UPON
ANY OF THE SHARES OF COMPANY CAPITAL STOCK HELD BY SUCH SHAREHOLDER UNDER ANY OF
THE TERMS, CONDITIONS OR PROVISIONS OF ANY CONTRACT TO WHICH SUCH SHAREHOLDER IS
A PARTY;
(C)
NO FILING OR REGISTRATION WITH OR
NOTIFICATION TO AND NO PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF, ANY COURT,
COMMISSION, GOVERNMENTAL BODY, REGULATORY AUTHORITY, AGENCY OR TRIBUNAL WHEREVER
LOCATED IS REQUIRED TO BE OBTAINED, MADE OR GIVEN BY ANY SHAREHOLDER IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY ANY SHAREHOLDER OF
THIS AGREEMENT; AND
(D)
SCHEDULE 1 TO THIS AGREEMENT CORRECTLY SETS
FORTH THE NUMBER OF SHARES OF COMPANY CAPITAL STOCK OWNED BY EACH SHAREHOLDER AS
OF THE DATE OF THIS AGREEMENT, ALL OF WHICH WILL BE VOTED IN FAVOR OF APPROVAL
OF THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT.
EACH SHAREHOLDER HAS, AND WILL HAVE AS OF THE EFFECTIVE TIME, GOOD TITLE TO ALL
OF THE SHARES OF COMPANY CAPITAL STOCK SET FORTH BELOW HIS, HER OR ITS NAME ON
THE SIGNATURE PAGE HERETO WHICH, AS OF THE EFFECTIVE TIME, WILL BE FREE AND
CLEAR OF ALL LIENS, SECURITY INTERESTS AND ENCUMBRANCES OR ANY RESTRICTIONS ON
TRANSFER, OTHER THAN ANY RESTRICTIONS CONTAINED IN ANY RESTRICTED STOCK
AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND ANY SUCH SHAREHOLDER PRIOR TO THE
DATE HEREOF.
(E)
EACH SHAREHOLDER HAS THE FINANCIAL
CAPABILITY TO MAKE ANY PAYMENT REQUIRED TO BE MADE BY IT UNDER THIS AGREEMENT
AND COVENANTS THAT IT WILL MAINTAIN ASSETS (OR UNCALLED CAPITAL COMMITMENTS)
WITH A NET VALUE OF AT LEAST AN AMOUNT EQUAL TO THE AMOUNT RECEIVED BY SUCH
SHAREHOLDER PURSUANT TO THE MERGER UNTIL THE LATER OF FOUR YEARS FROM THE
EFFECTIVE TIME OR THE FINAL RESOLUTION OF ALL CLAIMS (EXCEPT FOR THOSE OF ACTUAL
FRAUD) FOR INDEMNIFICATION UNDER ARTICLE IX OF THE MERGER AGREEMENT.
6.
INDEMNIFICATION.
(A)
SUBJECT TO THE LIMITATIONS OF SECTIONS
6(B) HEREOF, DURING THE PERIOD COMMENCING ON THE DATE OF THE TERMINATION OF THE
ESCROW AGREEMENT AND ENDING ON THE TWO-YEAR ANNIVERSARY OF THE TERMINATION OF
THE ESCROW AGREEMENT, THE SHAREHOLDERS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY
IN FULL THE PARENT INDEMNIFIED PARTIES AND HOLD THEM HARMLESS FROM AND AGAINST
ANY PARENT LOSSES WHICH THE PARENT INDEMNIFIED PARTIES MAY SUFFER, SUSTAIN OR
BECOME SUBJECT TO AS A
3
RESULT OF A BREACH OF ANY OF THE EXTENDED