CONTEMPLATED
HEREBY WILL NOT, CONFLICT WITH OR RESULT IN ANY VIOLATION OF, OR DEFAULT (WITH
OR WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH) UNDER, OR GIVE RISE TO A
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RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR TO LOSS
OF A MATERIAL BENEFIT UNDER, ANY PROVISION OF ANY LOAN OR CREDIT AGREEMENT,
NOTE, BOND, MORTGAGE, INDENTURE, LEASE OR OTHER AGREEMENT, INSTRUMENT, PERMIT,
CONCESSION, FRANCHISE, LICENSE, JUDGMENT, ORDER, DECREE, STATUTE, LAW,
ORDINANCE, RULE OR REGULATION APPLICABLE TO THE STOCKHOLDER, THE SHARES OR ANY
OF THE STOCKHOLDER'S PROPERTIES OR ASSETS.
EXCEPT AS EXPRESSLY CONTEMPLATED
HEREBY, THE STOCKHOLDER IS NOT A PARTY TO, AND THE SHARES ARE NOT SUBJECT TO OR
BOUND IN ANY MANNER BY, ANY CONTRACT OR AGREEMENT RELATING TO THE SHARES,
INCLUDING WITHOUT LIMITATION, ANY VOTING AGREEMENT, OPTION AGREEMENT, PURCHASE
AGREEMENT, STOCKHOLDERS' AGREEMENT, PARTNERSHIP AGREEMENT OR VOTING TRUST.
EXCEPT FOR THE EXPIRATION OR TERMINATION OF THE WAITING PERIOD UNDER THE HSR ACT
AND INFORMATIONAL FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, NO
CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR REGISTRATION, DECLARATION OR
FILING WITH, ANY COURT, ADMINISTRATIVE AGENCY OR COMMISSION
OR
OTHER GOVERNMENTAL AUTHORITY OR INSTRUMENTALITY,
DOMESTIC, FOREIGN OR SUPRANATIONAL, IS REQUIRED BY OR WITH RESPECT TO THE
STOCKHOLDER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
THE CONSUMMATION BY THE STOCKHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.
TERMINATION.
THIS
AGREEMENT SHALL TERMINATE UPON THE FIRST TO OCCUR OF:
(I)
THE EFFECTIVE TIME;
(II)
WRITTEN NOTICE OF TERMINATION OF THIS
AGREEMENT BY THE COMPANY TO THE STOCKHOLDERS; OR
(III)
THE DATE OF TERMINATION OF THE MERGER
AGREEMENT; PROVIDED THAT NO SUCH TERMINATION SHALL RELIEVE ANY PARTY OF
LIABILITY FOR A WILLFUL BREACH HEREOF PRIOR TO TERMINATION.
SECTION 5.
SPECIFIC PERFORMANCE.
THE
PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY
PROVISION OF THIS AGREEMENT WAS NOT PERFORMED IN ACCORDANCE WITH THE TERMS
HEREOF AND THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE
TERMS HEREOF, IN ADDITION TO ANY OTHER REMEDY AT LAW OR IN EQUITY.
SECTION 6.
FIDUCIARY DUTIES.
EACH
STOCKHOLDER IS SIGNING THIS AGREEMENT SOLELY IN SUCH STOCKHOLDER'S CAPACITY AS
AN OWNER OF SUCH STOCKHOLDER'S RESPECTIVE SHARES, AND NOTHING HEREIN SHALL
PROHIBIT, PREVENT OR PRECLUDE SUCH STOCKHOLDER FROM TAKING OR NOT TAKING ANY
ACTION IN SUCH STOCKHOLDER'S CAPACITY AS AN OFFICER OR DIRECTOR OF THE BUYER TO
THE EXTENT PERMITTED BY THE MERGER AGREEMENT.
SECTION 7.
CONSENT AND WAIVER.
EACH
STOCKHOLDER HEREBY GIVES ANY CONSENTS OR WAIVERS THAT ARE REASONABLY REQUIRED
FOR THE CONSUMMATION OF THE MERGER UNDER THE TERMS OF ANY AGREEMENT TO WHICH
SUCH STOCKHOLDER IS A PARTY OR PURSUANT TO ANY RIGHTS SUCH STOCKHOLDER MAY HAVE
IN HIS OR HER CAPACITY AS A STOCKHOLDER OF THE COMPANY.
SECTION 8.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT THERETO.
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THIS AGREEMENT