ANY TRANSFER;
(III) GRANT ANY PROXY, POWER-OF-ATTORNEY OR OTHER AUTHORIZATION OR CONSENT WITH
RESPECT TO ANY OF THE SHARES; (IV) DEPOSIT ANY OF THE SHARES INTO A VOTING
TRUST, OR ENTER INTO A VOTING AGREEMENT OR ARRANGEMENT WITH RESPECT TO ANY OF
THE SHARES OR (V) TAKE ANY OTHER ACTION THAT WOULD IN ANY WAY RESTRICT, LIMIT OR
INTERFERE WITH THE PERFORMANCE OF SUCH SHAREHOLDER'S OBLIGATIONS HEREUNDER OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR MAKE ANY REPRESENTATION OR WARRANTY OF
SUCH SHAREHOLDER UNTRUE OR INCORRECT.
(B)
NOTWITHSTANDING THE FOREGOING, AT NO TIME AND IN NO EVENT SHALL THE TOTAL
NUMBER OF SHARES RESTRICTED PURSUANT TO SECTION 4(A) HEREOF EXCEED THE MAXIMUM
RESTRICTED AMOUNT.
IN THE EVENT THAT THE TOTAL NUMBER OF SHARES EXCEEDS THE
MAXIMUM RESTRICTED AMOUNT, MERGER SUB
4
MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE WHICH SHARES SHALL BE
RESTRICTED PURSUANT TO SECTION 4(A).
PRIOR TO ANY PROPOSED TRANSFER RESTRICTED
BY SECTION 4(A) HEREOF, EACH SHAREHOLDER SHALL PROVIDE WRITTEN NOTICE TO MERGER
SUB AT LEAST FORTY-EIGHT (48) HOURS PRIOR TO THE PROPOSED TRANSFER.
SUCH NOTICE
SHALL INCLUDE THE NUMBER AND CLASS OF SHARES (INCLUDING COMPANY OPTIONS) TO BE
TRANSFERRED, THE PRICE PER SHARE, AND THE PROPOSED TRANSFEREE.
IF THE SHARES SO
RESTRICTED HAVE NOT YET EXCEEDED THE MAXIMUM RESTRICTED AMOUNT, THEN MERGER SUB
MAY RESTRICT SUCH PROPOSED TRANSFER AS PROVIDED HEREIN.
IF SHARES UPON WHICH
SUCH RESTRICTIONS HAVE ALREADY BEEN IMPOSED EQUAL OR EXCEED THE MAXIMUM
RESTRICTED AMOUNT, THEN MERGER SUB MAY NOT ENFORCE THE RESTRICTIONS ON TRANSFER
IMPOSED BY THIS AGREEMENT.
MERGER SUB, IN ITS SOLE AND ABSOLUTE DISCRETION,
SHALL MAKE THE DETERMINATION OF WHETHER SHARES SUBJECT TO RESTRICTION PURSUANT
TO THIS SECTION 4 HAVE EQUALED OR EXCEEDED THE MAXIMUM RESTRICTED AMOUNT.
REGARDLESS OF WHETHER THE MAXIMUM RESTRICTED AMOUNT HAS BEEN REACHED, THE NOTICE
PROVISION OF THIS SECTION 4(B) SHALL APPLY UNTIL TERMINATION OF THIS AGREEMENT.
SECTION 5.
OPTION.
(A)
ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, EACH
SHAREHOLDER HEREBY GRANTS TO EACH OF PURCHASER AND MERGER SUB AN IRREVOCABLE
OPTION TO PURCHASE ALL OF THE RIGHT, TITLE AND INTEREST OF SUCH SHAREHOLDER IN
AND TO THE SHARES OWNED BY SUCH SHAREHOLDER, AS WELL AS ANY OTHER SHARES OF
COMMON STOCK OF WHICH SUCH SHAREHOLDER IS THE BENEFICIAL OWNER (AS DEFINED IN
RULE 13D-3 UNDER THE EXCHANGE ACT) AFTER THE DATE HEREOF, IF AND TO THE EXTENT
THAT SUCH SHARES ARE NOT VALIDLY TENDERED IN THE OFFER PURSUANT TO THE TERMS OF
SECTION 3 HEREOF, AT A PRICE PER SHARE EQUAL TO THE OFFER PRICE (AS DEFINED IN
THE MERGER AGREEMENT) (THE "OPTION").
WITH RESPECT TO ANY SHAREHOLDER, THE
OPTION MAY BE EXERCISED AFTER MERGER SUB SHALL PURCHASE AND PAY FOR SHARES (AS
DEFINED IN THE MERGER AGREEMENT) PURSUANT TO THE OFFER FOLLOWING SATISFACTION OF
THE MINIMUM CONDITION AND UNTIL THE EARLIER OF (A) IMMEDIATELY PRECEDING THE
EFFECTIVE TIME (AS DEFINED IN THE MERGER AGREEMENT) OR (B) THE TERMINATION OF
THE MERGER AGREEMENT IN ACCORDANCE WITH ITS TERMS.
PURCHASER OR MERGER SUB,