15% OR MORE OF COMMON STOCK AS A RESULT OF ANY SALE OR
DISPOSITION OF BENEFICIAL OWNERSHIP OF COMMON STOCK BY THE PURCHASER GROUP.
4.
VOTING AGREEMENT.
IN THE EVENT THE PURCHASER GROUP AND THEIR
AFFILIATES BENEFICIALLY OWN MORE THAN 19.9% OF THE COMMON STOCK, ANY SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY THE PURCHASER GROUP AND THEIR AFFILIATES IN
EXCESS OF 19.9% OF THE COMMON STOCK SHALL BE VOTED AS DIRECTED BY THE BOARD,
WHETHER AT AN ANNUAL OR SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY, BY
WRITTEN CONSENT OR OTHERWISE.
IF REQUESTED BY THE BOARD, THE PURCHASER GROUP
SHALL EXECUTE AND DELIVER TO THE COMPANY AN IRREVOCABLE PROXY TO THE FOREGOING
EFFECT.
5.
AMENDMENTS TO RIGHTS AGREEMENT.
THE COMPANY REPRESENTS AND
WARRANTS TO THE PURCHASER GROUP THAT THE RIGHTS AGREEMENT HAS BEEN DULY AMENDED
TO EXCLUDE THE PURCHASER GROUP FROM THE DEFINITION OF THE TERM "ACQUIRING
PERSON" AS SUCH TERM MAY RELATE TO THE ACQUISITION BY THE PURCHASER GROUP
(INCLUDING BY "AFFILIATES" AND "ASSOCIATES", AS SUCH TERMS ARE DEFINED IN RULE
12B-2 UNDER THE EXCHANGE ACT, OF THE PURCHASER GROUP) OF BENEFICIAL OWNERSHIP OF
UP TO 25.0% OF THE COMPANY'S ISSUED AND OUTSTANDING COMMON STOCK.
DURING THE
STANDSTILL PERIOD, THE COMPANY SHALL NOT AMEND OR MODIFY THE DEFINITION OF
"ACQUIRING PERSON" IN THE RIGHTS AGREEMENT, IF, AS A RESULT OF SUCH AMENDMENT OR
MODIFICATION, THE PURCHASER GROUP WOULD BE DEEMED TO BE AN "ACQUIRING PERSON"
THEREUNDER.
DURING THE STANDSTILL PERIOD, THE COMPANY SHALL NOT ADOPT A NEW
RIGHTS AGREEMENT OR AN AGREEMENT HAVING SUBSTANTIALLY THE SAME EFFECT OF THE
RIGHTS AGREEMENT IF THE PURCHASER GROUP WOULD BE CONSIDERED AN "ACQUIRING
PERSON" (OR WOULD HAVE THE SAME OR SUBSTANTIALLY SIMILAR EFFECT OF AN "ACQUIRING
PERSON" UNDER THE RIGHTS AGREEMENT).
3
6.
LIMITATION ON SALES; RIGHT OF FIRST OFFER.
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF A MAJORITY OF THE INDEPENDENT
MEMBERS OF THE BOARD WHO ARE NOT AFFILIATED WITH THE PURCHASER GROUP:
(I)
THE PURCHASER GROUP SHALL NOT SELL OR CAUSE ANY SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY THEM TO BE SOLD PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT");
(II)
EXCEPT FOR SALES PURSUANT TO SECTION 6(B) OR DISTRIBUTIONS IN
ACCORDANCE WITH SECTION 6(D), ALL SHARES OF COMMON STOCK BENEFICIALLY OWNED BY
THE PURCHASER GROUP SHALL BE SOLD ONLY THROUGH A REGISTERED, UNDERWRITTEN PUBLIC
OFFERINGS IN ACCORDANCE WITH THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT,
DATED AS OF THE DATE HEREOF, AMONG THE PURCHASERS, WP AND THE COMPANY (AS THE
SAME MAY BE AMENDED FROM TIME TO TIME, THE "REGISTRATION RIGHTS AGREEMENT");
PROVIDED, HOWEVER, THAT, TO THE EXTENT THAT THE PURCHASER GROUP DOES NOT MAKE A
REQUEST FOR REGISTRATION OR THE COMPANY DOES NOT EFFECT, OR TAKE ANY ACTION TO
EFFECT, ANY REGISTRATION UNDER THE REGISTRATION RIGHTS AGREEMENT BECAUSE THE
ANTICIPATED AGGREGATE PUBLIC OFFERING PRICE (BEFORE DEDUCTION OF SELLING
EXPENSES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT)) OF ALL REGISTRABLE
SECURITIES (AS DEFINED IN THE REGISTRATION RIGHTS AGREEMENT) DOES NOT