ATTORNEY IS
A PROXY AND POWER COUPLED WITH AN INTEREST, AND EACH SHAREHOLDER DECLARES THAT
IT IS IRREVOCABLE UNTIL THIS AGREEMENT SHALL TERMINATE IN ACCORDANCE WITH ITS
TERMS.
EACH SHAREHOLDER HEREBY REVOKES ALL AND ANY OTHER PROXIES WITH RESPECT
TO THE SHARES THAT SUCH SHAREHOLDER MAY HAVE HERETOFORE MADE OR GRANTED.
FOR
SHARES AS TO WHICH A SHAREHOLDER IS THE BENEFICIAL BUT NOT THE RECORD OWNER,
SUCH SHAREHOLDER SHALL USE HIS, HER OR ITS REASONABLE BEST EFFORTS TO CAUSE ANY
RECORD OWNER OF SUCH SHARES TO GRANT TO PARENT A PROXY TO THE SAME EFFECT AS
THAT CONTAINED HEREIN.
EACH SHAREHOLDER HEREBY AGREES TO PERMIT PARENT AND
PURCHASER TO PUBLISH AND DISCLOSE IN THE OFFER DOCUMENTS AND THE PROXY STATEMENT
AND RELATED FILINGS UNDER THE SECURITIES LAWS SUCH SHAREHOLDER'S IDENTITY AND
OWNERSHIP OF SECURITIES AND THE NATURE OF HIS, HER OR ITS COMMITMENTS,
ARRANGEMENTS AND UNDERSTANDINGS UNDER THIS AGREEMENT.
SECTION 9.
NO SOLICITATION.
EACH
SHAREHOLDER AGREES THAT NEITHER SUCH SHAREHOLDER (IN HIS, HER OR ITS CAPACITY AS
SUCH) NOR ANY OF SUCH SHAREHOLDER'S OFFICERS, DIRECTORS, EMPLOYEES, TRUSTEES (IN
THEIR CAPACITIES AS SUCH), REPRESENTATIVES, AGENTS OR AFFILIATES (INCLUDING,
WITHOUT LIMITATION, ANY INVESTMENT BANKER, ATTORNEY OR ACCOUNTANT RETAINED BY
ANY OF THEM) WILL DIRECTLY OR INDIRECTLY INITIATE, SOLICIT OR ENCOURAGE
(INCLUDING BY WAY OF FURNISHING NON-PUBLIC INFORMATION OR ASSISTANCE), OR TAKE
ANY OTHER ACTION TO FACILITATE, ANY INQUIRIES OR THE MAKING OR SUBMISSION OF ANY
ACQUISITION PROPOSAL, OR ENTER INTO OR MAINTAIN OR CONTINUE DISCUSSIONS OR
NEGOTIATE WITH ANY PERSON OR ENTITY IN FURTHERANCE OF SUCH INQUIRIES OR TO
OBTAIN OR INDUCE ANY PERSON TO MAKE OR SUBMIT AN ACQUISITION PROPOSAL OR AGREE
TO OR ENDORSE ANY ACQUISITION PROPOSAL OR ASSIST OR PARTICIPATE IN, FACILITATE
OR ENCOURAGE, ANY EFFORT OR ATTEMPT BY ANY OTHER PERSON OR ENTITY TO DO OR SEEK
ANY OF THE FOREGOING OR AUTHORIZE OR PERMIT ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, TRUSTEES
7
(IN THEIR CAPACITIES AS SUCH) OR ANY OF ITS AFFILIATES OR ANY INVESTMENT BANKER,
FINANCIAL ADVISOR, ATTORNEY, ACCOUNTANT OR OTHER REPRESENTATIVE OR AGENT
RETAINED BY ANY OF THEM TO TAKE ANY SUCH ACTION.
EACH SHAREHOLDER SHALL
PROMPTLY (AND IN ANY EVENT WITHIN ONE BUSINESS DAY) ADVISE PARENT IN WRITING OF
THE RECEIPT OF REQUEST FOR INFORMATION OR ANY INQUIRIES OR PROPOSALS RELATING TO
AN ACQUISITION PROPOSAL.
THE TERMS OF THIS SECTION 9 SHALL NOT RESTRICT OR
LIMIT THE EFFECT OF SECTION 24 HEREOF.
SECTION 10.
GRANT OF PURCHASE OPTION.
(A)
EACH SHAREHOLDER HEREBY GRANTS TO PARENT
AND PURCHASER AN IRREVOCABLE OPTION (THE "PURCHASE OPTION") TO PURCHASE FOR
CASH, IN A MANNER SET FORTH BELOW, ANY OR ALL OF THE SHARES (AND INCLUDING
SHARES ACQUIRED AFTER THE DATE HEREOF BY SUCH SHAREHOLDER) BENEFICIALLY OWNED BY
THE SHAREHOLDER AT A PRICE (THE "EXERCISE PRICE") PER SHARE EQUAL TO $3.90 PER
SHARE OF COMPANY COMMON STOCK.
IN THE EVENT OF ANY STOCK DIVIDENDS, STOCK
SPLITS, RECAPITALIZATIONS, COMBINATIONS, EXCHANGES OF SHARES OR THE LIKE, THE
EXERCISE PRICE WILL BE APPROPRIATELY ADJUSTED FOR THE PURPOSE OF THIS
SECTION 10.