BY HIM OF THE
TRANSACTIONS CONTEMPLATED HEREBY NOR COMPLIANCE BY HIM WITH ANY OF THE
PROVISIONS HEREOF WILL (I) (IF SUCH STOCKHOLDER IS AN ENTITY) CONFLICT WITH OR
RESULT IN ANY BREACH OF ANY PROVISION OF ITS CERTIFICATE OF FORMATION, OPERATING
AGREEMENT, BY-LAWS OR OTHER CHARTER DOCUMENTS, (II) REQUIRE ANY FILING WITH, OR
PERMIT, AUTHORIZATION, CONSENT OR APPROVAL OF, ANY COURT, ADMINISTRATIVE AGENCY
OR COMMISSION OR OTHER GOVERNMENTAL AUTHORITY OR INSTRUMENTALITY (EXCEPT WHERE
THE FAILURE TO OBTAIN SUCH PERMITS, AUTHORIZATIONS, CONSENTS OR APPROVALS OR TO
MAKE SUCH FILINGS WOULD NOT MATERIALLY IMPAIR THE ABILITY OF THE STOCKHOLDER TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY), (III) RESULT IN A VIOLATION OR
BREACH OF, OR CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A
DEFAULT (OR GIVE RISE TO ANY RIGHT OF TERMINATION, AMENDMENT, CANCELLATION OF
ACCELERATION) UNDER, ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY NOTE,
BOND, MORTGAGE, INDENTURE, GUARANTEE, OTHER EVIDENCE OF INDEBTEDNESS, LEASE,
LICENSE, CONTRACT, AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH
STOCKHOLDER IS A PARTY OR BY WHICH HE OR ANY HIS PROPERTIES OR ASSETS MAY BE
BOUND OR (IV) AS OF THE DATE HEREOF, VIOLATE ANY ORDER, WRIT, INJUNCTION,
DECREE, STATUTE, RULE OR REGULATION APPLICABLE TO HIM OR ANY OF HIS PROPERTIES
OR ASSETS.
(D)
NO FINDER'S FEE.
EXCEPT AS DISCLOSED IN THE PURCHASE AGREEMENT, NO
BROKER, INVESTMENT BANKER, FINANCIAL ADVISOR OR OTHER PERSON IS ENTITLED TO ANY
BROKER'S, FINDER'S, FINANCIAL ADVISOR'S OR OTHER SIMILAR FEE OR COMMISSION IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY BASED UPON ARRANGEMENTS
MADE BY OR ON BEHALF OF THE STOCKHOLDER.
6.
PURCHASE AGREEMENT AND RELATED FILINGS.
THE STOCKHOLDER HEREBY COVENANTS
AND AGREES TO USE REASONABLE EFFORTS TO COOPERATE WITH BUYERS AND SELLERS TO
CONSUMMATE THE ACQUISITION UPON THE TERMS, AND SUBJECT TO THE CONDITIONS, SET
FORTH IN THE PURCHASE AGREEMENT (AS THE SAME MAY BE AMENDED FROM TIME TO TIME).
7.
NO SOLICITATION.
FROM THE DATE HEREOF UNTIL THE TERMINATION HEREOF, THE
STOCKHOLDER WILL NOT, DIRECTLY OR INDIRECTLY, (I) TAKE ANY ACTION TO SOLICIT,
INITIATE OR ENCOURAGE ANY ACQUISITION BY ANOTHER ENTITY (THE "ACQUISITION
PROPOSAL") OR (II) ENGAGE IN NEGOTIATIONS OR DISCUSSIONS WITH, OR DISCLOSE ANY
NONPUBLIC INFORMATION RELATING TO CITADEL OR ANY SUBSIDIARY OF CITADEL TO, OR
OTHERWISE ASSIST, FACILITATE OR ENCOURAGE, ANY PERSON (OTHER THAN THE BUYERS)
THAT MAY BE CONSIDERING MAKING, OR HAS MADE, A ACQUISITION PROPOSAL.
THE
STOCKHOLDER WILL PROMPTLY NOTIFY MCAFEE AFTER RECEIPT OF ANY ACQUISITION
PROPOSAL OR ANY INDICATION THAT ANY SUCH THIRD PARTY IS CONSIDERING MAKING AN
ACQUISITION PROPOSAL OR ANY REQUEST FOR NONPUBLIC INFORMATION RELATING TO
CITADEL OR ANY SUBSIDIARY OF CITADEL OR FOR ACCESS TO THE PROPERTIES, BOOKS OR
RECORDS OF CITADEL OR ANY SUCH SUBSIDIARY BY ANY SUCH THIRD PARTY THAT MAY BE
CONSIDERING MAKING, OR HAS MADE, A ACQUISITION PROPOSAL AND WILL KEEP MCAFEE
FULLY INFORMED OF THE STATUS AND DETAILS OF ANY SUCH ACQUISITION PROPOSAL,
INDICATION OR REQUEST.
THE FOREGOING PROVISIONS OF THIS SECTION 7 WILL NOT BE
CONSTRUED TO LIMIT ACTIONS TAKEN, OR