ARRANGEMENT OR UNDERSTANDING WITH
RESPECT TO, OR CONSENT TO, THE OFFER FOR SALE, SALE, TRANSFER, TENDER, PLEDGE,
HYPOTHECATION, ENCUMBRANCE, ASSIGNMENT OR OTHER DISPOSITION OF, OR CREATE ANY
ENCUMBRANCE OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY OR ALL OF THE SHARES OR
ANY INTEREST THEREON; (II) STOCKHOLDER SHALL NOT GRANT ANY PROXY, IRREVOCABLE
PROXY OR POWER OF ATTORNEY OR DEPOSIT ANY SHARES INTO A VOTING TRUST OR ENTER
INTO A VOTING AGREEMENT OR ARRANGEMENT WITH RESPECT TO THE VOTING OF SHARES
(EACH A "VOTING PROXY") TO ANY PERSON EXCEPT AS PROVIDED BY THIS AGREEMENT; AND
(III) STOCKHOLDER HAS GRANTED NO VOTING PROXY WHICH IS CURRENTLY (OR WHICH WILL
HEREAFTER BECOME) EFFECTIVE WITH RESPECT TO THE SHARES, AND IF ANY VOTING PROXY
HAS BEEN GRANTED TO ANY PERSON, SUCH VOTING PROXY IS HEREBY REVOKED.
NOTWITHSTANDING THE FOREGOING, STOCKHOLDER MAY TRANSFER ANY SHARES AS A BONA
FIDE GIFT OR GIFTS, PROVIDED THAT IT SHALL BE A CONDITION TO SUCH TRANSFER THAT
EACH DONEE THEREOF EXECUTES AND DELIVERS TO PARENT (A) AN AGREEMENT WITH PARENT
AND MERGER SUB IN THE FORM OF THIS AGREEMENT AND (B) AN IRREVOCABLE PROXY IN THE
FORM ATTACHED HERETO AS EXHIBIT I, IN EACH CASE WITH RESPECT TO ANY AND ALL
SHARES SO TRANSFERRED.
3.
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER.
STOCKHOLDER
REPRESENTS AND WARRANTS TO PARENT AND MERGER SUB THAT:
3.1
AUTHORITY; VALIDITY.
STOCKHOLDER HAS ALL REQUISITE CAPACITY,
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, TO SELL,
ASSIGN, TRANSFER AND DELIVER TO PARENT AND/OR MERGER SUB, PURSUANT TO THE TERMS
AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT AND THE MERGER AGREEMENT, THE
SHARES. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY STOCKHOLDER AND THE
CONSUMMATION BY STOCKHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF STOCKHOLDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY STOCKHOLDER.
IF THIS
AGREEMENT IS BEING EXECUTED IN A REPRESENTATIVE OR FIDUCIARY CAPACITY WITH
RESPECT TO STOCKHOLDER, THE PERSON SIGNING THIS AGREEMENT HAS FULL POWER AND
AUTHORITY TO ENTER INTO AND PERFORM SUCH AGREEMENT.
3.2
NON-CONTRAVENTION.
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT DOES NOT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY AND COMPLIANCE WITH THE PROVISIONS HEREOF WILL NOT, CONTRAVENE, CONFLICT
WITH, OR RESULT IN ANY VIOLATION OF, BREACH OF OR DEFAULT BY (WITH OR WITHOUT
NOTICE OR LAPSE OF TIME, OR BOTH) STOCKHOLDER UNDER, OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION UNDER, OR RESULT IN
THE CREATION OF ANY ENCUMBRANCE UPON ANY OF THE PROPERTIES OR ASSETS OF
STOCKHOLDER UNDER, ANY PROVISION OF (I) ANY LOAN OR CREDIT AGREEMENT, NOTE,
BOND, MORTGAGE, INDENTURE, LEASE OR OTHER AGREEMENT, INSTRUMENT, PERMIT,
CONCESSION, FRANCHISE OR LICENSE APPLICABLE TO STOCKHOLDER OR (II) ANY JUDGMENT,
ORDER, DECREE, STATUTE, LAW, ORDINANCE, INJUNCTION, RULE OR REGULATION
APPLICABLE TO STOCKHOLDER OR ANY OF STOCKHOLDER'S PROPERTIES OR ASSETS, OTHER
THAN, IN THE CASE OF CLAUSES (I) AND (II),