AND OWNERSHIP OF THE COMPANY COMMON STOCK AND THE NATURE OF SUCH
STOCKHOLDER'S COMMITMENTS, ARRANGEMENTS AND UNDERSTANDINGS UNDER THIS AGREEMENT.
SECTION 4.
CERTAIN PROHIBITED TRANSFERS.
PRIOR TO THE TERMINATION
OF THIS AGREEMENT, EACH STOCKHOLDER AGREES, SUBJECT TO SUCH STOCKHOLDER'S RIGHT
TO SELL THE SUBJECT SHARES IN BONA FIDE TRANSACTIONS, NOT TO, DIRECTLY OR
INDIRECTLY:
(I)
GRANT ANY PROXY, GRANT ANY POWER OF ATTORNEY, DEPOSIT ANY OF THE
SUBJECT SHARES INTO A VOTING TRUST OR ENTER INTO A VOTING AGREEMENT OR
ARRANGEMENT WITH RESPECT TO THE SUBJECT SHARES IN VIOLATION OF THIS AGREEMENT;
OR
(II)
TAKE ANY OTHER ACTION THAT WOULD MAKE ANY REPRESENTATION OR
WARRANTY OF SUCH STOCKHOLDER CONTAINED HEREIN UNTRUE OR INCORRECT OR HAVE THE
EFFECT OF PREVENTING OR DISABLING SUCH STOCKHOLDER FROM PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT.
SECTION 5.
VOTING OF THE COMPANY COMMON STOCK.
EACH STOCKHOLDER
HEREBY AGREES THAT, DURING THE PERIOD COMMENCING ON THE DATE HEREOF AND
CONTINUING UNTIL THE FIRST TO OCCUR OF (A) THE EFFECTIVE TIME OR (B) TERMINATION
OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, AT ANY MEETING (WHETHER ANNUAL
OR SPECIAL AND WHETHER OR NOT AN ADJOURNED OR POSTPONED MEETING) OF THE HOLDERS
OF COMPANY COMMON STOCK, HOWEVER CALLED, OR IN CONNECTION WITH ANY WRITTEN
CONSENT OF THE HOLDERS OF COMPANY COMMON STOCK, SUCH STOCKHOLDER WILL APPEAR AT
THE MEETING OR OTHERWISE CAUSE THE SUBJECT SHARES TO BE COUNTED AS PRESENT
THEREAT FOR PURPOSES OF ESTABLISHING A QUORUM AND VOTE OR CONSENT (OR CAUSE TO
BE VOTED OR CONSENTED) ALL OF THE SUBJECT SHARES:
(I)
IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL
OF THE MERGER, THE ASSET PURCHASE AND THE OTHER ACTIONS CONTEMPLATED BY THE
MERGER AGREEMENT AND THIS AGREEMENT AND ANY ACTIONS REQUIRED IN FURTHERANCE
THEREOF AND HEREOF; AND
(II)
EXCEPT AS OTHERWISE AGREED TO IN WRITING IN ADVANCE BY PARENT IN
ITS SOLE DISCRETION, AGAINST THE FOLLOWING (OTHER THAN THE MERGER, THE ASSET
PURCHASE AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE MERGER
AGREEMENT):
(A) ANY ACQUISITION PROPOSAL AND (B) ANY ACTION OR AGREEMENT THAT
WOULD, TO THE KNOWLEDGE OF SUCH STOCKHOLDER, RESULT IN A BREACH IN ANY MATERIAL
RESPECT OF ANY COVENANT, REPRESENTATION OR WARRANTY OR ANY OBLIGATION OR
AGREEMENT OF THE COMPANY UNDER THE MERGER AGREEMENT OR THIS AGREEMENT.
SECTION 6.
IRREVOCABLE PROXY.
(A)
EACH STOCKHOLDER HEREBY IRREVOCABLY GRANTS TO, AND APPOINTS,
SHELLEY ISENBERG AND KIRK ISAACSON, OR EITHER OF THEM, IN THEIR RESPECTIVE
CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED
TO ANY SUCH OFFICE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S
PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION),
FOR AND IN THE NAME, PLACE AND STEAD OF SUCH STOCKHOLDER, TO VOTE OR CAUSE TO BE
VOTED THE SUBJECT SHARES AT ANY MEETING OF THE STOCKHOLDERS OF THE COMPANY OR AT
ANY ADJOURNMENT OR POSTPONEMENT THEREOF:
(I)
IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT AND THE APPROVAL
OF THE MERGER, THE ASSET PURCHASE AND THE OTHER ACTIONS