AGREEMENT.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, EACH STOCKHOLDER HEREBY (I)
AFFIRMS THAT THE IRREVOCABLE PROXY IS COUPLED WITH AN INTEREST AND MAY UNDER NO
CIRCUMSTANCES BE REVOKED, (II) RATIFIES AND CONFIRMS ALL THAT THE PROXIES
APPOINTED HEREUNDER MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF AND
(III) AFFIRMS THAT SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE
IRREVOCABLE IN ACCORDANCE WITH THE DELAWARE GENERAL CORPORATION LAW.
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, THE IRREVOCABLE PROXY
GRANTED HEREUNDER SHALL AUTOMATICALLY TERMINATE UPON THE TERMINATION OF THIS
AGREEMENT.
SECTION 2.
TRANSFER OF SHARES.
(A)
EACH STOCKHOLDER COVENANTS AND AGREES THAT
SUCH STOCKHOLDER WILL NOT DIRECTLY OR INDIRECTLY (I) SELL, ASSIGN, TRANSFER,
PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF ANY OF THE SHARES, (II) DEPOSIT ANY OF
THE SHARES INTO A VOTING TRUST OR ENTER INTO A VOTING AGREEMENT OR ARRANGEMENT
WITH RESPECT TO THE SHARES OR GRANT ANY PROXY OR POWER OF ATTORNEY WITH RESPECT
THERETO THAT IS INCONSISTENT WITH THIS AGREEMENT OR (III) ENTER INTO ANY
CONTRACT, OPTION OR OTHER ARRANGEMENT OR UNDERTAKING WITH RESPECT TO THE DIRECT
OR INDIRECT SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF ANY SHARES;
PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING A STOCKHOLDER MAY TRANSFER
SHARES OR AGREE TO TRANSFER SHARES BY TESTAMENTARY DISPOSITION, INTERSPOUSAL
DISPOSITION PURSUANT TO A DOMESTIC RELATIONS PROCEEDING OR OTHERWISE BY
OPERATION OF LAW, PROVIDED THAT IN EACH SUCH CASE THE TRANSFEREE AGREES IN
WRITING TO BE BOUND BY THIS AGREEMENT.
(B)
EACH STOCKHOLDER AGREES TO SUBMIT TO THE
BUYER CONTEMPORANEOUSLY WITH OR PROMPTLY FOLLOWING EXECUTION OF THIS AGREEMENT
ALL CERTIFICATES REPRESENTING THE SHARES (UNLESS SUCH SHARES ARE HELD IN
"STREET" NAME OR OTHERWISE NOT ISSUED AND CERTIFICATED IN THE INDIVIDUAL NAME OF
THE STOCKHOLDER) SO THAT THE BUYER MAY PLACE THEREON A LEGEND REFERRING TO THE
TRANSFER RESTRICTIONS SET FORTH IN THIS AGREEMENT.
SECTION 3.
REPRESENTATIONS AND
WARRANTIES OF THE STOCKHOLDERS.
EACH STOCKHOLDER ON HIS OR HER OWN BEHALF
HEREBY SEVERALLY REPRESENTS AND WARRANTS TO THE BUYER WITH RESPECT TO SUCH
STOCKHOLDER AND SUCH STOCKHOLDER'S OWNERSHIP OF THE SHARES AS FOLLOWS:
(A)
OWNERSHIP OF SHARES.
THE STOCKHOLDER
BENEFICIALLY OWNS ALL OF THE SHARES AS SET FORTH ON SCHEDULE I HERETO AND HAS
GOOD AND MARKETABLE TITLE TO SUCH SHARES, FREE AND CLEAR OF ANY CLAIMS, LIENS,
ENCUMBRANCES AND SECURITY INTERESTS WHATSOEVER.
THE STOCKHOLDER OWNS NO SHARES
OF BUYER COMMON STOCK OTHER THAN THE SHARES AS SET FORTH ON SCHEDULE I HERETO.
THE STOCKHOLDER HAS SOLE VOTING POWER, WITHOUT RESTRICTIONS, WITH RESPECT TO ALL
OF THE SHARES.
(B)
POWER, BINDING AGREEMENT.
THE STOCKHOLDER
HAS THE LEGAL CAPACITY AND ALL REQUISITE POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ALL OF HIS OR HER OBLIGATIONS UNDER THIS AGREEMENT.
THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE STOCKHOLDER AND CONSTITUTES
A VALID AND BINDING OBLIGATION OF THE STOCKHOLDER, ENFORCEABLE AGAINST THE
STOCKHOLDER IN ACCORDANCE WITH ITS TERMS.
(C)
NO CONFLICTS.
THE EXECUTION AND DELIVERY
OF THIS AGREEMENT DO NOT, AND THE CONSUMMATION OF THE TRANSACTIONS