OWNERSHIP DURING THE
PERIOD FROM THE DATE OF THIS AGREEMENT THROUGH THE EXPIRATION DATE, INCLUDING,
WITHOUT LIMITATION, THROUGH THE EXERCISE OF OPTIONS, WARRANTS OR OTHER RIGHTS TO
ACQUIRE SUCH SECURITIES OF CITADEL, OR THE CONVERSION OF OTHER SECURITIES OF
CITADEL INTO SUCH SECURITIES OF CITADEL.
IN THE EVENT OF A STOCK DIVIDEND OR
DISTRIBUTION, OR ANY CHANGE IN THE SHARES BY REASON OF ANY STOCK DIVIDEND,
SPLIT-UP, RECAPITALIZATION, COMBINATION, EXCHANGE OF SHARES OR THE LIKE, THE
TERM "SHARES" SHALL BE DEEMED TO REFER TO AND INCLUDE THE SHARES AS WELL AS ALL
SUCH STOCK DIVIDENDS AND DISTRIBUTIONS AND ANY SHARES INTO WHICH OR FOR WHICH
ANY OR ALL OF THE SHARES MAY BE CHANGED OR EXCHANGED.
(C)
"TRANSFER" SHALL MEAN THE DIRECT OR INDIRECT: (I) SALE, OFFER TO SELL,
SHORT SALE OF, PLEDGE, ENCUMBRANCE, LOAN, HYPOTHECATION, ENTRY INTO ANY TYPE OF
EQUITY SWAP OR HEDGING OF, GRANT OF AN OPTION WITH RESPECT TO, TRANSFER OR
DISPOSITION OF, ANY SHARES OR ANY INTEREST THEREIN, OR THE ECONOMIC CONSEQUENCES
OF OWNERSHIP OF ANY SHARES OR (II) ENTRY INTO AN AGREEMENT, CONTRACT OR
COMMITMENT PROVIDING FOR ANY OF THE FOREGOING (OTHER THAN ANY SUCH ACTIONS
PURSUANT TO WHICH THE STOCKHOLDER MAINTAINS ALL VOTING RIGHTS WITH RESPECT TO
SUCH SHARES).
2.
TRANSFER OF SHARES.
(A)
TRANSFEREE OF SHARES TO BE BOUND BY THIS AGREEMENT.
THE STOCKHOLDER
HEREBY AGREES THAT, AT ALL TIMES DURING THE PERIOD COMMENCING WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT UNTIL THE EXPIRATION DATE, THE STOCKHOLDER SHALL
NOT CAUSE OR PERMIT ANY TRANSFER OF ANY OF THE SHARES (OR ANY SECURITIES
CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR SHARES), OR ANY INTEREST IN
THE FOREGOING, UNLESS THE TRANSFEREE(S) EXPRESSLY AGREES IN WRITING TO BE BOUND
BY THE TERMS OF THIS AGREEMENT.
(B)
TRANSFER OF VOTING RIGHTS.
THE STOCKHOLDER HEREBY AGREES THAT, AT ALL
TIMES DURING THE PERIOD COMMENCING WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT THROUGH THE EXPIRATION DATE, THE STOCKHOLDER SHALL NOT DEPOSIT (OR
PERMIT THE DEPOSIT OF) ANY SHARES IN A VOTING TRUST OR GRANT ANY PROXY, OR ENTER
INTO ANY VOTING AGREEMENT OR SIMILAR AGREEMENT OR ARRANGEMENT IN CONTRAVENTION
OF THE OBLIGATIONS OF THE STOCKHOLDER UNDER THIS AGREEMENT WITH RESPECT TO ANY
OF THE SHARES.
(C)
LIMITATION ON REGISTRATION OF TRANSFER.
THE STOCKHOLDER AGREES WITH, AND
COVENANTS TO, BUYERS THAT THE STOCKHOLDER SHALL NOT REQUEST THAT CITADEL
REGISTER THE TRANSFER OF ANY CERTIFICATE OR UNCERTIFICATED INTEREST REPRESENTING
ANY OF THE SHARES, UNLESS SUCH TRANSFER IS MADE IN COMPLIANCE WITH THIS
AGREEMENT.
3.
AGREEMENT TO VOTE SHARES.
(A)
AGREEMENT TO VOTE. UNTIL THE EXPIRATION DATE, AT EVERY MEETING OF THE
STOCKHOLDERS OF CITADEL CALLED, AND AT EVERY ADJOURNMENT OR POSTPONEMENT
THEREOF, AND ON EVERY
2
ACTION OR APPROVAL BY WRITTEN CONSENT OF THE STOCKHOLDERS OF CITADEL, THE
STOCKHOLDER (SOLELY IN HIS CAPACITY AS SUCH) SHALL CAUSE THE SHARES TO BE VOTED:
(I) IN FAVOR OF THE ACQUISITION AND THE STOCKHOLDER APPROVAL MATTERS; (II) IN
FAVOR OF THE PURCHASE AGREEMENT (AS THE SAME MAY BE AMENDED FROM