PROXY TO VOTE SUCH SHARES AT THEIR
DIRECTION.
MERGER SUB, IN ITS SOLE AND ABSOLUTE DISCRETION, SHALL MAKE THE
DETERMINATION OF WHETHER SHARES SUBJECT TO RESTRICTION PURSUANT TO THIS
SECTION 6 HAVE EQUALED OR EXCEEDED THE MAXIMUM RESTRICTED AMOUNT.
(D)
EACH SHAREHOLDER REPRESENTS THAT ANY PROXIES HERETOFORE GIVEN IN RESPECT
OF THE SHARES, IF ANY, ARE REVOCABLE, AND HAVE BEEN REVOKED.
EACH SHAREHOLDER
HEREBY AGREES NOT TO GRANT ANY SUBSEQUENT PROXY OR POWER OF ATTORNEY WITH
RESPECT TO SUCH SHAREHOLDER'S SHARES.
(E)
EACH SHAREHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 6
IS GIVEN IN CONNECTION WITH THE EXECUTION OF THE MERGER AGREEMENT, AND THAT SUCH
PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH SHAREHOLDER UNDER
THIS AGREEMENT.
SUCH SHAREHOLDER HEREBY FURTHER AFFIRMS THAT THE PROXY SET
FORTH IN THIS SECTION 6 IS COUPLED WITH AN INTEREST AND, EXCEPT AS SET FORTH IN
THIS SECTION 6 OR IN SECTION 10, IS, SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED HEREIN, INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 302A.449 OF THE MBCA.
EACH SHAREHOLDER HEREBY AGREES THAT, IF FOR
ANY REASON THE PROXY GRANTED HEREIN IS NOT IRREVOCABLE (SUBJECT TO THE TERMS OF
THIS AGREEMENT), THEN SUCH SHAREHOLDER AGREES TO VOTE HIS OR ITS SHARES IN
ACCORDANCE WITH SECTION 6(A) ABOVE AS INSTRUCTED BY PURCHASER IN WRITING.
THE
PARTIES AGREE THAT THE FOREGOING IS A VOTING AGREEMENT CREATED UNDER
SECTION 302A.455 OF THE MBCA.
SECTION 7.
VOTING PROVISIONS.
TO THE EXTENT THAT A SHAREHOLDER HAS DISPOSITIVE
POWER, BUT NOT VOTING POWER, OVER ANY OF ITS SHARES OF COMMON STOCK, SECTION 6
OF THIS AGREEMENT SHALL ONLY APPLY TO THE SHARES OF COMMON STOCK HELD BY SUCH
SHAREHOLDER OVER WHICH SUCH SHAREHOLDER RETAINS VOTING POWER.
SECTION 8.
CERTAIN EVENTS.
IN THE EVENT OF ANY CHANGE IN THE COMMON STOCK BY
REASON OF A STOCK DIVIDEND, STOCK SPLIT, SPLIT-UP, RECAPITALIZATION,
REORGANIZATION, BUSINESS COMBINATION, CONSOLIDATION, EXCHANGE OF SHARES, OR ANY
SIMILAR TRANSACTION OR OTHER CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY
AFFECTING THE COMMON STOCK OR THE ACQUISITION OF ADDITIONAL SHARES OF COMMON
STOCK OR OTHER SECURITIES OR RIGHTS OF THE COMPANY BY ANY SHAREHOLDER, THIS
AGREEMENT AND THE OBLIGATIONS HEREUNDER SHALL ATTACH TO ANY ADDITIONAL SHARES OF
COMMON STOCK OR OTHER SECURITIES OR RIGHTS OF THE COMPANY ISSUED TO OR ACQUIRED
BY EACH OF THE SHAREHOLDERS.
SECTION 9.
FURTHER ASSURANCES.
EACH SHAREHOLDER SHALL, UPON REQUEST OF
PURCHASER OR MERGER SUB, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS AND TAKE
SUCH FURTHER ACTIONS AS MAY REASONABLY BE DEEMED BY PURCHASER OR MERGER SUB TO
BE NECESSARY OR DESIRABLE TO CARRY OUT THE
7
PROVISIONS HEREOF AND TO VEST IN PURCHASER THE POWER TO VOTE THE SHARES AS
CONTEMPLATED BY SECTION 6.
SECTION 10.
TERMINATION.
THIS AGREEMENT, AND ALL RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL TERMINATE IMMEDIATELY UPON THE TERMINATION OF THE
MERGER AGREEMENT IN ACCORDANCE WITH ITS TERMS AND NO PARTY SHALL HAVE ANY
OBLIGATION TO ANY OTHER PARTY TO PROVIDE