RECORD OWNER OF THE SUBJECT SHARES;
(B) THE SUBJECT SHARES SET FORTH OPPOSITE ITS NAME ON EXHIBIT A HERETO
CONSTITUTE SUCH STOCKHOLDER'S ENTIRE INTEREST IN THE OUTSTANDING CAPITAL STOCK
AND VOTING SECURITIES OF THE COMPANY AS OF THE DATE HEREOF; (C) THE SUBJECT
SHARES ARE, AND WILL BE, AT ALL TIMES UP UNTIL THE EXPIRATION DATE, FREE AND
CLEAR OF ANY LIENS, CLAIMS, OPTIONS, CHARGES, SECURITY INTERESTS, PROXIES,
VOTING TRUSTS, AGREEMENTS, RIGHTS, UNDERSTANDINGS OR ARRANGEMENTS, OR EXERCISE
OF ANY RIGHTS OF A STOCKHOLDER IN RESPECT OF THE SUBJECT SHARES OR OTHER
ENCUMBRANCES, PROVIDED THAT (I) THE SUBJECT SHARES BENEFICIALLY OWNED BY
GAPSTAR, LLC ("GAPSTAR") HAVE BEEN PLEDGED TO A FINANCIAL INSTITUTION TO SECURE
CERTAIN OBLIGATIONS TO SUCH FINANCIAL INSTITUTION AND (II) IF GAPSTAR ACQUIRES
BENEFICIAL OWNERSHIP OF ANY NEW SHARES AFTER THE DATE OF THIS AGREEMENT AND
PRIOR TO THE EXPIRATION DATE, THEN SUCH NEW SHARES SHALL ALSO BE SUBJECT TO SUCH
PLEDGE AND SECURITY INTEREST; (D) SUCH STOCKHOLDER HAS VOTING POWER AND THE
POWER OF DISPOSITION WITH RESPECT TO ALL OF THE SUBJECT SHARES SET FORTH
OPPOSITE IT NAME ON EXHIBIT A HERETO OUTSTANDING ON THE DATE HEREOF, AND WILL
HAVE VOTING POWER AND POWER OF DISPOSITION WITH RESPECT TO ALL OF THE SUBJECT
SHARES ACQUIRED BY SUCH STOCKHOLDER AFTER THE DATE HEREOF; AND (E) SUCH
STOCKHOLDER'S PRINCIPAL RESIDENCE OR PLACE OF BUSINESS IS ACCURATELY SET FORTH
ON EXHIBIT A HERETO.
4.2.
SUCH STOCKHOLDER HAS FULL POWER AND LEGAL CAPACITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND TO COMPLY WITH AND PERFORM SUCH STOCKHOLDER'S
OBLIGATIONS HEREUNDER. THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND
DELIVERED BY SUCH STOCKHOLDER AND CONSTITUTES THE VALID AND BINDING OBLIGATION
OF SUCH STOCKHOLDER, ENFORCEABLE AGAINST SUCH STOCKHOLDER IN ACCORDANCE WITH ITS
TERMS. THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH STOCKHOLDER DOES
NOT, AND THE PERFORMANCE OF STOCKHOLDER'S OBLIGATIONS HEREUNDER WILL NOT RESULT
IN ANY BREACH OF OR CONSTITUTE A DEFAULT (OR AN EVENT THAT WITH NOTICE OR LAPSE
OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHT TO
TERMINATE, AMEND, ACCELERATE OR CANCEL ANY RIGHT OR OBLIGATION UNDER, OR RESULT
IN THE CREATION OF ANY LIEN OR ENCUMBRANCE ON ANY SUBJECT SHARES PURSUANT TO,
ANY NOTE, BOND, MORTGAGE, INDENTURE, CONTRACT, AGREEMENT, LEASE, LICENSE,
PERMIT, FRANCHISE OR OTHER INSTRUMENT OR OBLIGATION TO WHICH STOCKHOLDER IS A
PARTY OR BY WHICH STOCKHOLDER OR THE SUBJECT SHARES ARE OR WILL BE BOUND OR
AFFECTED.
4.3.
EACH STOCKHOLDER HEREBY UNCONDITIONALLY AND IRREVOCABLY INSTRUCTS
THE COMPANY NOT TO, (A) PERMIT THE TRANSFER OR, OR ANY GRANT OF AUTHORITY TO
VOTE WITH RESPECT TO, ITS SUBJECT SHARES, IN VIOLATION OF THIS AGREEMENT ON ITS
BOOKS AND RECORDS BY SUCH STOCKHOLDER, (B) ISSUE A NEW CERTIFICATE REPRESENTING
ANY SUCH SUBJECT SHARES OR (C) RECORD SUCH VOTE UNLESS AND UNTIL SUCH
STOCKHOLDER SHALL HAVE COMPLIED WITH THE TERMS OF THIS AGREEMENT.
5.
TERMINATION. THIS AGREEMENT AND THE PROXY GRANTED PURSUANT TO
SECTION 3.1 HEREOF AND ALL OBLIGATIONS OF EACH STOCKHOLDER HEREUNDER AND
THEREUNDER