WAY MAKE ANY REPRESENTATION OR
WARRANTY OF THE STOCKHOLDER CONTAINED HEREIN UNTRUE OR INCORRECT OR RESTRICT,
LIMIT OR INTERFERE WITH THE PERFORMANCE OF HIS OBLIGATIONS HEREUNDER OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR, IN HIS CAPACITY AS A STOCKHOLDER OF THE
COMPANY, PREVENT OR DELAY THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
FOR PURPOSES OF THIS AGREEMENT, "PERMITTED TRANSFERS" SHALL MEAN (I)
THE TRANSFER OF UP TO AN AGGREGATE OF 73,000 SHARES OF CAPITAL SECURITIES PER
ANY CALENDAR MONTH AS DESCRIBED IN THE 10B5-1 SALES PLAN BY AND BETWEEN JOSEPH
A. SORGE, M.D. AND PACIFIC GROWTH EQUITIES, LLC, DATED AS OF JUNE 8, 2006, AND
(II) INTER-STOCKHOLDER TRANSFERS.
(B)
UNTIL THE MERGER IS CONSUMMATED OR THE MERGER AGREEMENT IS
TERMINATED, THE STOCKHOLDER SHALL NOT, NOR SHALL THE STOCKHOLDER PERMIT ANY OF
ITS AFFILIATES, OFFICERS, DIRECTORS, TRUSTEES, INVESTMENT BANKERS, FINANCIAL
ADVISERS, ATTORNEYS, ACCOUNTANTS, ADVISORS, AGENTS, FINANCING SOURCES (AND THEIR
RESPECTIVE ADVISORS) AND/OR OTHER REPRESENTATIVES (COLLECTIVELY,
"REPRESENTATIVES") TO, DIRECTLY OR INDIRECTLY, (I) SOLICIT, INITIATE, SEEK,
ENDORSE, RECOMMEND, FACILITATE OR SUPPORT OR KNOWINGLY ENCOURAGE ANY INQUIRY,
OFFER OR PROPOSAL FROM, FURNISH ANY NON-PUBLIC INFORMATION CONCERNING THE
COMPANY AND/OR ITS SUBSIDIARIES TO, OR PARTICIPATE IN ANY DISCUSSIONS OR
NEGOTIATIONS WITH, ANY PERSON REGARDING ANY ALTERNATIVE TRANSACTION, (II)
APPROVE, ENDORSE OR RECOMMEND ANY ALTERNATIVE TRANSACTION (EXCEPT TO THE EXTENT
EXPRESSLY PERMITTED BY THE MERGER AGREEMENT), OR (III)
ENTER INTO ANY
AGREEMENT, LETTER OF INTENT OR OTHER SIMILAR DOCUMENT OR ANY CONTRACT (WHETHER
BINDING OR NOT) RELATING TO OR CONTEMPLATING ANY ALTERNATIVE TRANSACTION
PROPOSAL, EXCEPT AND SOLELY TO THE EXTENT THAT THE COMPANY, THE SPECIAL
COMMITTEE OR THE COMPANY BOARD, AS APPLICABLE, ARE EXPRESSLY PERMITTED TO ENGAGE
IN ANY OF THE FOREGOING ACTIVITIES PURSUANT TO SECTION 5.2(C) AND 5.2(D) OF THE
MERGER AGREEMENT. THE STOCKHOLDER SHALL, AND SHALL CAUSE ITS REPRESENTATIVES TO,
IMMEDIATELY CEASE ANY AND ALL EXISTING ACTIVITIES, DISCUSSIONS OR NEGOTIATIONS
WITH ANY THIRD PARTIES CONDUCTED HERETOFORE WITH RESPECT TO ANY ALTERNATIVE
TRANSACTION PROPOSAL AND, UPON ACQUIROR'S REQUEST, SHALL REQUEST THE PROMPT
RETURN OR DESTRUCTION OF ALL CONFIDENTIAL INFORMATION PREVIOUSLY FURNISHED TO
ANY PERSON WITH WHICH THE STOCKHOLDER OR ANY OF ITS REPRESENTATIVES HAVE ENGAGED
IN ANY SUCH ACTIVITIES WITHIN THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS
AGREEMENT. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD THAT ANY VIOLATION
OF THE RESTRICTIONS SET FORTH IN THE PRECEDING SENTENCE BY A REPRESENTATIVE OF
THE STOCKHOLDER SHALL BE DEEMED TO BE A VIOLATION OF THIS SECTION 1(B) BY THE
STOCKHOLDER.
(C)
AT EVERY MEETING OF STOCKHOLDERS OF THE COMPANY CALLED WITH
RESPECT TO ANY OF THE FOLLOWING, AND AT EVERY ADJOURNMENT OR POSTPONEMENT
THEREOF, AND ON EVERY ACTION OR APPROVAL BY WRITTEN CONSENT OF STOCKHOLDERS OF
THE COMPANY WITH RESPECT TO ANY OF THE FOLLOWING, THE STOCKHOLDER SHALL VOTE, TO
THE EXTENT NOT VOTED BY THE PERSON(S) APPOINTED AS PROXIES UNDER SECTION 2, OR
SHALL CAUSE THE RECORD HOLDER OF ANY SECURITIES ON THE APPLICABLE RECORD DATE TO
APPEAR (IN PERSON OR BY PROXY) AND VOTE, THE SECURITIES: (I) IN FAVOR OF
ADOPTION OF THE MERGER AGREEMENT AND